Safeguard Scientifics Intends To File Form 25 To Voluntarily Delist Its Common Stock From The Nasdaq Stock Market LLC
Safeguard Scientifics, Inc. (NASDAQ:SFE) ("Safeguard" or the "Company") has announced today that it notified The Nasdaq Stock Market LLC ("Nasdaq") that it intends to file Form 25 with the Securities and Exchange Commission (the "SEC") on February 2, 2024 to voluntarily delist its shares of common stock from trading on Nasdaq in connection with its previously announced plan to deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company expects that the delisting will occur ten days after the filing of Form 25, at which point, the Company intends to file a Form 15 with the SEC certifying that it has less than 300 shareholders of record, which will terminate the registration of the Company's common stock under Section 12(g) of the Exchange Act. Following the delisting of the Company's common stock from trading on Nasdaq, any trading in the Company's common stock would only occur in privately negotiated sales and potentially on an over-the-counter market. The Company expects to have its common stock quoted on a market operated by OTC Markets Group Inc. (the "OTC") so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on an OTC market or otherwise.
The Company has also announced that it filed amendments to its articles of incorporation with the Pennsylvania Department of State to effectuate a reverse stock split at a ratio of 1-for-100, followed immediately by a forward stock split at a ratio of 100-for-1 (collectively referred to as "stock splits"), which were both effective on January 12, 2024. These stock split ratios are within the ranges approved by the Company's shareholders at the special meeting of shareholders held on December 15, 2023 in connection with the Company's previously announced plan to cease the registration of the Company's common stock under the Exchange Act and to delist the Company's common stock from trading on Nasdaq (referred to as the "Transaction").