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Autoscope Technologies Corporation (NASDAQ:AATC) today announced that it intends to voluntarily delist its common shares from the Nasdaq Capital Market and to subsequently deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to suspend these reporting obligations because it has fewer than 300 shareholders of record. The Company intends to continue to provide shareholders with timely financial information following the conclusion of the of delisting and deregistration.
Frank G. Hallowell, interim Chief Executive Officer of Autoscope Technologies Corporation, commented, "As the Company's supply chain constraints have passed, the business's profitability has returned to its normal levels. Due to these factors, along with the expected reduction of administrative and other expenses due to the delisting and deregistration, the Board has determined that it will increase the Company's quarterly dividend amount going forward from $0.12 to $0.13 per share."
The Company is currently in compliance with all of its Nasdaq listing requirements. Consistent with cash management and cost discipline measures that have been implemented by the Company, the Board of Directors concluded that the costs of compliance, the demands of management's time, and the Company resources required to continue its reporting obligations with the Securities and Exchange Commission (the "SEC') and maintain its Nasdaq listing were significantly greater than the benefits received by the Company and its shareholders from being a listed company.
The Company expects to file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, with the SEC and Nasdaq on or about December 30, 2022. The Form 25 will become effective 10 days after it is filed. Upon its effectiveness, the Company anticipates that its common stock will be quoted on the OTCQX, a centralized electronic quotation service for over-the-counter securities. The Company expects its common stock will continue to trade on the OTCQX.
The Company also intends to deregister its common stock with the SEC and become a non-reporting company under the Exchange Act. The Company intends to file a Form 15 upon the effective date of the Nasdaq delisting. As of the date of the filing of the Form 15, the Company's obligation to file reports under the Exchange Act, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. Other filing requirements will terminate upon the effectiveness of the deregistration under Section 12(g) of the Exchange Act, which is expected to occur 90 days after the filing of the Form 15. However, the Company intends to continue to provide shareholders with audited annual financial statements and certain quarterly financial information by making such information publicly available in press releases and on its website. Additionally, the Company intends to provide additional material information regarding its business and operations by way of press releases and postings on its website, to hold annual shareholder meetings as required by law, and to otherwise exercise good corporate governance.
Posted In: AATC
