HEALDSBURG, Calif.,
March 8, 2019 /PRNewswire/ --
Truett-Hurst, Inc. (NASDAQ: THST, the "Company") today announced
that its Board of Directors approved the Company undertaking to
voluntarily delist its Class A common stock from the NASDAQ Capital
Market ("NASDAQ") and deregister its Class A common stock with the
Securities and Exchange Commission (the "SEC").
On March 8, 2019, the Company
notified NASDAQ of its intent to voluntarily delist and withdraw
the registration of its Class A common stock with the SEC. The
Company intends to file a Form 25 with the SEC on or about
March 18, 2019. The Company expects
the last trading day for its common stock on NASDAQ will be on or
about March 28, 2019.
The Company expects that the Class A common stock would be
quoted on an over-the-counter market, such as the OTC Pink market,
once trading in the Class A common stock on the NASDAQ is suspended
following the effectiveness of the Form 25.
The Company intends to file a Form 15 with the SEC on or about
March 28, 2019. Upon the filing of
the Form 15, the Company's obligation to file annual, quarterly,
and periodic reports with the SEC will be suspended immediately and
such obligation will terminate when deregistration becomes
effective 90 days after the Form 15 is filed.
The Company is eligible to deregister with the SEC because it
has fewer than 300 stockholders of record. The decision to delist
and deregister was reached after the Board of Directors considered
a number of matters, including (1) the significant costs and
administrative burdens of preparing and filing current and periodic
reports with the SEC, (2) the demands placed on management and the
Company to comply with registration requirements, including
compliance costs applicable to public companies, (3) the low
trading volume and number of holders of the Class A common stock,
(4) failure to fully realize the benefits of being a
publicly-traded company, and (5) the expectation that the Company
does not need to access the capital markets in the future.
Following the NASDAQ delisting, the Company expects its shares
will be quoted on the OTC Market, but there can be no assurance
that trading in the Company's Class A common stock will continue or
that the liquidity of the Company's common stock will not be
affected, which could negatively impact market prices for the
Company's common stock and make it more difficult for stockholders
to sell their shares.
About Truett-Hurst, Inc.
Truett-Hurst, Inc. (NASDAQ: THST) is a holding company and its
sole asset is the controlling equity interest in H.D.D. LLC, an
innovative super-premium, ultra-premium and luxury wine sales,
marketing and production company based in the acclaimed Dry Creek
Valley of Sonoma County,
California. Truett-Hurst, Inc. is headquartered in
Healdsburg, California. For
more information, visit Truett-Hurst's website
(www.truetthurst.com).
Forward Looking Statements
This release contains forward-looking statements which involve
management assumptions, risks and uncertainties. The statements in
this release that are not strictly historical in nature constitute
"forward-looking statements." Such statements include estimates
regarding the timing of the delisting and deregistration of the
Company's common stock; expectations regarding the quotation of the
Company's Class A common stock on the OTC Market; the impact of
regulatory restrictions on the Company's business; expectations
regarding cost savings and plans to implement cost savings
measures; intent to disclose financial information; and statements
regarding the impact of the delisting and deregistration on the
market price and liquidity of the Company's Class A common stock.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual results to
be different from views expressed or implied by such
forward-looking statements. All forward-looking statements are
qualified in their entirety by this cautionary statement and the
risks and uncertainties described in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30,
2018, and the Company undertakes no obligation to revise or
update this release to reflect events or circumstances arising
after the date hereof.
Truett-Hurst Contact:
Investor Relations
Phone: (707) 431-7020
Email: IR@truetthurst.com
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SOURCE Truett-Hurst, Inc.