LOS ANGELES, Aug. 8 /PRNewswire-FirstCall/ -- Signalife, Inc. (Amex: SGN) announced that it has provided notification to the American Stock Exchange ("AMEX") of its intent to voluntarily withdraw its common stock from listing and trading on AMEX under AMEX Rule 18 and Section 1010 of the AMEX Company Guide. An application to quote and trade Signalife's common stock has been or will be shortly filed with the OTCBB, on which medium the shares traded prior to listing with AMEX, and the company intends to file a Form 25 with the Securities and Exchange Commission to formally withdraw from AMEX upon receipt of preliminary approval from the OTCBB for trading subject to SEC rules requiring a ten day waiting period before filing such form. Delisting from AMEX will automatically occur ten days after filing the form 25. As soon as information becomes available the company will announce the symbol it will trade under on the OTCBB as well as the estimated date of the start of trading. Signalife will continue in any event to file periodic reports with the SEC. Withdrawal from AMEX will not impact the pending merger with Heart One Global Research, and indeed Heart One Global Research concurred with and sought the same result of Signalife.
The principal reason for the withdrawal is the determination by Signalife that the trading of its common shares, the support of its price, and protection from publicly disclosed naked short-selling activities would be better effected on an automated quotation system with a wider array of market makers, than through the use of a limited number of specialists as on the AMEX market. Subsidiary reasons are to preserve working capital in lieu of paying substantial fees for annual listing as well as the registration of additional shares from time-to-time, as well as uncertainties resulting from the prospective acquisition of AMEX by the Euronext exchange.
Signalife's CEO Rowland Perkins, and Dr. Stanley Shepherd, founder of the Heart One Global Group of companies, jointly announced that they are excited to move to a trading platform with greater historical predictability as this would "in the long term provide the companies with a more cost effective, and competitive, place to grow." Rowland Perkins continued: "We are gratified at the hard work the AMEX has gone through with us, and the time they have spent relative to our award winning ECG device that is currently saving lives through screenings and usages nationwide. However, in view of factors beyond their control (e.g., naked short selling and a change in their trading platform, yet unknown), it is our judgment that greater predictability will be a key contributor toward our long term success." Mr. Perkins added: "When on the OTCBB, Signalife had some 20 market makers active in its stock without a demonstrated history of naked shorting -- and much of this was well prior to the company having FDA approval over even one product. In my view, more competition in the market place will be better for the shareholders and the company, even in the near term."
Signalife had previously received deficiency letters from AMEX pursuant to which it advised that Signalife would, as a condition for continued listing on AMEX, comply with AMEX's $4 million and $6 million stockholders' equity thresholds under AMEX Rules 1003(a)(ii) and (a)(iii), respectively. In response to the letters, Signalife submitted to AMEX for its review and acceptance a plan to bring the company into compliance with the aforesaid stockholders' equity requirement predicated on projected sales (the plan of compliance relating to the first deficiency letter was previously approved by AMEX, and is currently under review in connection with the second deficiency letter). Signalife also submitted to AMEX approximately three weeks ago for its review and comment a commitment letter from a major shareholder that would enable the company to independently satisfy the $4 million and $6 million stockholders' equity requirements through a large equity investment. In connection with the projections supplied by Signalife showing how the stockholders' equity requirements will be satisfied through revenue growth, AMEX staff asked for additional information by no later than August 8, 2008. In connection with the commitment letter showing how the stockholders' equity requirements will be satisfied through an additional equity investment, Signalife has received no feedback to date from AMEX relative to the terms of this equity investment or the independent satisfaction by this equity investment of AMEX's $6 million and $4 million stockholders' equity requirements. Signalife acknowledges that under Section 1011 of the AMEX Company Guide, that in giving its withdrawal notice to AMEX, Signalife will no longer be eligible for continued dealing on AMEX.
Signalife, Inc. is a life sciences company focused on the monitoring, detection and prevention of disease through continuous biomedical signal monitoring. Signalife uses its patented signal technology to design and develop medical devices, therapies and/or technologies that simplify and reduce the costs of cardiovascular disease. More information is located at http://www.signalife.com. Clear Data. Trusted Results.
Caution Regarding Forward-Looking Statements
Statements in this release that are not strictly historical are "forward- looking" statements. Forward-looking statements involve known and unknown risks, which may cause the companies' actual results in the future to differ materially from expected results. Factors which could cause or contribute to such differences include, but are not limited to, failure to complete the development and introduction of heart monitoring and other biomedical devices incorporating the companies' technology procure market acceptance for these products, failure to obtain federal or state or governmental or international regulatory approvals governing heart monitoring and other biomedical devices incorporating the technology, failure to obtain import and export capabilities in the various countries containing buyers and resellers and hospitals and clinics and doctors for the devices, inability to obtain physician, patient or insurance acceptance of or for heart monitoring and other biomedical incorporating of the technologies, and the unavailability of financing to complete management's plans and objectives and the aforementioned merger agreement and its progeny, including the development of heart monitoring and other biomedical and information solutions incorporating the companies' technologies. These risks are qualified in their entirety by cautionary language and risk factors set forth and to be further described in Signalife's filings with the Securities and Exchange Commission.
|SOURCE Signalife, Inc.|
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