We filed a preliminary proxy statement today with the SEC that outlines the steps we must take to maintain our compliance for trading on the NASDAQ Capital Market if our stock does not close with at least a $1.00 bid price for ten consecutive trading days by January 13, 2020. The timing of today’s filing was driven by the regulations and rules as required by the Securities and Exchange Commission (SEC), NASDAQ and Delaware corporate law. A link to today’s filing can be found on our website in the SEC filings section here: QuickLogic SEC Filings. Please note that the preliminary proxy statement is subject to SEC review and its content could change.
The short story is there are a defined number of days between the submission of this filing, its clearance by the SEC, the date of the special meeting of the board and, if it is required, the subsequent reverse split of our outstanding shares to assure the closing Bid price for our shares on the NASDAQ Capital Market is at least $1.00 for ten consecutive trading days starting December 27, 2019. You will find below a more detailed description of these steps and timing.
As is customary, this filing includes a broad range of conversion ratios that our Board of Directors could apply in our proposed reverse stock split. Given our progress towards realizing strategic goals and the number of bridges that lay ahead, it would be premature for me to speculate as to anything more specific than what is outlined in the filing. The Board will choose the ratio they feel is most appropriate at the time of the reverse stock split.
Beyond that, I’ll reiterate that in line with the comments we made during our August 2019 conference call, we continue to target breakeven results for Q1 2020 and with the cash we raised earlier this year, we have a strong balance sheet to support these financial goals.
We look forward to discussing our continued progress and the details of our second half outlook during our November 6th conference call.
Process and Timing
One possible path to ensure we meet the NASDAQ listing requirements with respect to minimum share price is to enact a reverse stock split. There is a clear process to do this, with distinct dates we must adhere to as shown below in order to execute this in time to remain in compliance with NASDAQ requirements.
Below is a possible timeline of events the company would be required to follow:
Preliminary Proxy Statement – Filed with the SEC on October 7, 2019
Filing of Definitive Proxy Statement – At least 10 calendar days after the Preliminary Proxy is filed. If the SEC decides to review the Proxy filing, the Definitive Proxy date would shift by approximately the same number of days.
November 26, 2019 – Targeted date for the Special Meeting of Stockholders. The date could be changed based on the date when the Definitive Proxy is filed with the SEC.
Early December – Companies are required to notify NASDAQ at least 15 calendar days before the effective date of reverse stock split. QuickLogic is including a buffer to allow for variances in the final timing.
December 27, 2019 – Latest date the stock would need to begin trading with a closing Bid price of at least $1.00 for 10 consecutive trading days.
January 10, 2020 – Final date by which the stock must trade with a closing Bid price of at least $1.00 for 10 consecutive trading days.
This blog is not a solicitation of shareholder votes. For any questions regarding how a shareholder can vote his or her shares, please refer to the definitive proxy statement that will be filed by QuickLogic.
Cautionary Statement Regarding Forward-looking Statements
Statements in this blog that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding Quicklogic’s intent to effect a reverse stock split, the timing of the reverse stock split, the potential benefits of a reverse stock split, including but not limited to increased investor interest, continued listing on the Nasdaq Capital Market, the potential for a higher stock price, the timing and effects of the proposed amendments to our Amended and Restated Certificate of Incorporation, and any assumptions underlying any of the foregoing. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: delays in the market acceptance of the Company’s new products; the ability to convert design opportunities into customer revenue; our ability to replace revenue from end-of-life products; the level and timing of customer design activity; the market acceptance of our customers’ products; the risk that new orders may not result in future revenue; our ability to introduce and produce new products based on advanced wafer technology on a timely basis; our ability to adequately market the low power, competitive pricing and short time-to-market of our new products; intense competition, including the introduction of new products by competitors; our ability to hire and retain qualified personnel; our ability to capitalize on synergies with our newly acquired subsidiary SensiML Corporation; changes in product demand or supply; capacity constraints; general economic conditions; political events, international trade disputes, war, terrorism, natural disasters, public health issues, and other business interruptions that could disrupt supply or delivery of, or demand for, the Company’s products; and changes in tax rates and exposure to additional tax liabilities. These and other potential factors and uncertainties that could cause actual results to differ from the results predicted are described in more detail in the Company’s public reports filed with the SEC, including the risks discussed in the “Risk Factors” section in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and in the Company’s prior press releases, which are available on the Company’s Investor Relations website at http://ir.quicklogic.com/and on the SEC website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. QuickLogic expressly disclaims any current intention to update publicly any forward-looking statement after the distribution of this proxy statement, whether as a result of new information, future events, changes in assumptions or otherwise.
SEC Filing: Click Here