Parnell Pharmaceuticals Holdings Ltd Files Form 25, Voluntarily Delisting Its Shares From NASDAQ
December 19 2016 - 3:30PM
Parnell Pharmaceuticals Holdings Ltd (NASDAQ:PARN), a fully
integrated, commercial-stage pharmaceutical company focused on
developing, manufacturing and marketing innovative animal health
solutions (“Parnell” or the “Company”), today announced that it
will file a Form 25, Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act,
with the Securities and Exchange Commission and NASDAQ on December
21, 2016.
The NASDAQ delisting will become effective on December 31, 2016
and trading on the NASDAQ Global market will continue up until this
date. Parnell also intends to file a Form 15, Notice of
Termination of Registration or Suspension of Duty to File, with the
Securities and Exchange Commission to terminate its reporting
obligations under the Exchange Act.
Parnell anticipates its ordinary shares to be quoted on the OTC
Pink® Open Market, a centralized electronic quotation service for
over-the-counter securities. This service enables current
shareholders of the Company to continue to buy and sell their
shares in the Company after delisting from the NASDAQ. More
information can be found at:
www.otcmarkets.com/marketplaces/otc-pink
The Company believes that there has been a continuing
incongruence between the potential realizable value of the
underlying assets of the Company and its share price as a NASDAQ
listed company. As at January 1, 2017 the Company would have
incurred approximately US$2 million in costs associated with moving
from being a Foreign Private Issuer to becoming a US Issuer, a
requirement that would have come into effect had the Company
remained NASDAQ listed.
The combination of a share price that, in management’s opinion
is not reflective of the potential value of the Company’s
underlying assets, and the substantial costs of transitioning to
become a US issuer, meant that shareholders' interests are likely
to be better served by moving to an alternative exchange in the OTC
Pink® Open Market. The consequent cost savings can be
directed toward operational initiatives that are intended to
support the previously stated guidance of becoming profitable in
2017, which is seen as an important milestone in advancing
shareholder value.
While the Company's reporting obligations to the Securities and
Exchange Commission will terminate when the Form 15 has been filed,
the Company expects to continue to voluntarily make public its
annual audited financial statements, quarterly business updates,
and press releases announcing material events. As previously
announced, the Company believes that should the circumstances
warrant, it may potentially seek to be reinstated to the NASDAQ
Global Market as a Foreign Private Issuer after June 30, 2017, via
the filing of the appropriate statement under the Exchange Act,
should such statement be permitted to go effective.
About Parnell
Parnell (PARN) is a fully integrated, veterinary
pharmaceutical company focused on developing, manufacturing and
commercializing innovative animal health solutions. Parnell
currently markets five products for companion animals and
production animals in 14 countries and augments its pharmaceutical
products with proprietary digital technologies – FETCH™ and
mySYNCH®. These innovative solutions are designed to enhance the
quality of life and/or performance of animals and provide a
differentiated value proposition to our customers. Parnell
also has a pipeline of 7 drug products covering valuable
therapeutic areas in orthopedics, dermatology, anesthesiology,
nutraceuticals and metabolic disorders for companion animals as
well as reproduction and mastitis for cattle.
For more information on the Company and its
products, please visit www.parnell.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking
statements and information within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Words such as "may,"
"anticipate," "estimate," "expects," "projects," "intends,"
"plans," "develops," "believes," and words and terms of similar
substance used in connection with any discussion of future
operating or financial performance identify forward-looking
statements. Forward-looking statements represent management's
present judgment regarding future events and are subject to a
number of risk and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. These risks include, but are not limited to, Parnell's
expectations regarding its qualifying as a foreign private issuer
in 2017, the completion, timing, acceptance and effectiveness of
its filing a registration statement under the Exchange Act in the
second half of 2017, the risks and uncertainties regarding
Parnell's research and development activities, its ability to
conduct clinical trials of product candidates and the results of
such trials, as well as risks and uncertainties relating to
litigation, government regulation, economic conditions, markets,
products, competition, intellectual property, services and prices,
key employees, future capital needs, dependence on third parties,
and other factors, including those described in Parnell's Annual
Report on Form 20-F filed with the Securities and Exchange
Commission, or SEC, on March 4, 2016, along with its other reports
filed with the SEC. In light of these assumptions, risks, and
uncertainties, the results and events discussed in any
forward-looking statements contained in this press release might
not occur. Investors are cautioned that forward looking statements
are inherently unreliable and not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
press release. Parnell is under no obligation, and expressly
disclaims any obligation, to update or alter any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
For more information, contact:
Parnell Pharmaceuticals Holdings
Robert Joseph, 913-274-2100
info@parnell.com
Parnell Pharmaceuticals (CE) (USOTC:PARNF)
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