Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 26, 2022, Qumu Corporation (the "Company") received a written notice
from the Listing Qualifications Department of the Nasdaq Stock Market LLC
("Nasdaq") stating that the Company was not in compliance with the requirement
to maintain a minimum closing bid price of $1.00 per share, as set forth in
Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"), because the
closing bid price of the Company's common stock, par value $0.01 per share (the
"Common Stock"), was below $1.00 per share for 30 consecutive business days. The
notice provided that the Company had a period of 180 calendar days from the date
of the notice, or until January 23, 2023, to regain compliance with the Bid
Price Requirement.
On January 24, 2023, Nasdaq staff notified the Company that the Company had not
regained compliance with the Bid Price Requirement and was not eligible for a
second 180 day extension and therefore subject to delisting and suspension
unless the Company requested an appeal of this determination to a Nasdaq
Hearings Panel. On January 27, 2023, the Company appealed the Nasdaq staff's
determination to a Nasdaq Hearings Panel, which will stay the delisting and
suspension of the Common Stock pending a decision by the Nasdaq Hearings Panel.
As previously announced, the Company has entered into an Agreement and Plan of
Merger, dated as of December 17, 2022 (as such agreement may be amended from
time to time, the "Merger Agreement") with Cosmos Merger Sub Inc., a Minnesota
corporation ("Purchaser") and Enghouse Interactive, Inc., a Delaware corporation
("Parent").
On January 6, 2023, in accordance with the Merger Agreement, Purchase and Parent
commenced the offer to purchase all of the issued and outstanding shares of
Common Stock at a purchase price of $0.90 per share (the "Offer Price"), in
cash, without interest thereon and less any required withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
January 6, 2023 (as amended or supplemented from time to time, the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, together with the Offer to Purchase, constitute the
"Offer"). The Offer is scheduled to expire one minute following 11:59 p.m.
(12:00 midnight), New York City Time, on February 6, 2023.
Following the consummation of the Offer and subject to the satisfaction or
waiver of the conditions set forth in the Merger Agreement and in accordance
with the relevant portions of the Minnesota Business Corporation Act, Purchaser
will merge with and into the Company (the "Merger").
The Company appealed the determination to a Nasdaq Hearings Panel in order to
stay the delisting and suspension of the Common Stock in light of the importance
of maintaining listing on Nasdaq during the pendency of the Offer and through to
the closing of the Merger. In connection with the closing of the Merger, Parent
intends to cause the Company to voluntarily delist the Common Stock from Nasdaq.
If the transactions contemplated by the Merger Agreement are not consummated for
any reason, there can be no assurance that the Company will be successful in any
appeal to a Nasdaq Hearings Panel, be able to regain compliance with the Bid
Price Requirement, or maintain compliance with any of the other Nasdaq continued
listing requirements in order to maintain its listing on Nasdaq.
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Forward-Looking Statements
This current report contains "forward-looking statements" contain
forward-looking statements in addition to historical and other information. The
Company uses words such as "anticipate," "believe," "could," "estimate,"
"expect," "forecast," "intend," "looking forward," "may," "plan," "potential,"
"project," "should," "target," "will" and "would," or any variations of these
words, or other words with similar meanings to or that otherwise, identify
forward-looking statements. All statements that address activities, events,
performance, or developments that the Company intends, expects or believes may
occur in the future are forward-looking statements.
The following are some of the factors that could cause actual future results to
differ materially from those expressed in any forward-looking statements: (i)
uncertainties as to the timing of the Offer and the Merger, particularly in
relationship to the timing of a Nasdaq Hearings Panel determination; (ii) the
risk that the proposed transaction may not be completed in a timely manner or at
all; (iii) the risk that the Company may not be successful in any appeal to a
Nasdaq Hearings Panel or otherwise maintain its listing on Nasdaq; and (iv)
other factors as set forth from time to time in the Company's filings with the
SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form
10-Q, as well as the Company's Solicitation/Recommendation Statement on Schedule
14D-9, the Offer to Purchase and other tender offer documents filed from time to
time by Enghouse Systems Limited, Parent, Purchaser and the Company, as
applicable. Shareholders cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. All
forward-looking statements are based on information currently available to the
Company, and the Company expressly disclaims any intent or obligation to update,
supplement or revise publicly these forward-looking statements except as
required by law.
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