PyroGenesis Canada Inc. (http://pyrogenesis.com) (NASDAQ: PYR)
(TSX: PYR) (FRA: 8PY), a high-tech Company (the “Company” or
“PyroGenesis”) that designs, develops, manufactures and
commercializes advanced plasma processes and sustainable solutions
which are geared to reduce greenhouse gases (GHG) and address
environmental pollutants, today announced that, further to its
press release dated August 10, 2023 (Section Outlook), it has
notified the Nasdaq Stock Market LLC (“Nasdaq”) of its
intention to voluntarily delist its common shares (“Shares”) from
Nasdaq. Shares will continue to trade on the Toronto Stock
Exchange (“TSX”). The Company has also taken steps to have its
Shares quoted on the OTCQX Best Market.
As previously announced in its press release
dated May 23, 2023, the Company had received a written
notification from Nasdaq Stock Market LLC indicating that the
Nasdaq approves the Company’s request for a 180-day extension, from
an original notice received on November 22, 2022, to meet the
minimum closing bid price of US$1.00 per share listing requirement
under Nasdaq Listing Rule 5550(a)(2).
Although the Company has until November 20,
2023, to regain compliance with the bid price rule, after careful
consideration, the Company has evaluated the benefits and costs of
continuing its listing on Nasdaq and has concluded that it is
appropriate to voluntarily delist from Nasdaq. The Company
estimates that it incurs over $2 million in annual costs in
connection with maintaining a dual listing and expects a
substantial increase in expenses in the future due to growing
compliance and regulatory requirements. Given that the Shares are
concurrently traded on the TSX, the Company believes the relatively
high insurance, listing, reporting, accounting, legal and
compliance costs that are associated with a continued U.S.
stock exchange listing, as well as the administrative
implications and requirements associated with maintaining a dual
listing, are not justified at this time.
“Notwithstanding the various options available
to the Company to maintain a Nasdaq listing including (i) the
outside chance of achieving compliance with the Nasdaq minimum bid
price within the current extension or within a potential extension
through a successful appeal or (ii) a reverse stock split, the
Company has decided that a voluntarily delisting was in the best
interest of our shareholders,” said Mr. P Peter Pascali, CEO and
President of PyroGenesis. “The Nasdaq notification served to focus
our attention on the current risk/reward associated with a Nasdaq
listing at this time. It is worth noting that the estimated cost,
exceeding $2 million which would require approximately $4-6 million
in revenues, was not lost on the Board. The fact that these costs
are expected to increase in future years, coupled with the general
market downturn, weighed heavily in this decision.”
The Company has initiated the Nasdaq delisting
process and is expected to file a Form 25 with the SEC for the
removal of its Shares from Nasdaq’s listing, on or about November
6, 2023. This Form is anticipated to become effective 10 days
following its filling, resulting to the delisting of the Company’s
Shares from Nasdaq on or about November 16, 2023.
About PyroGenesis Canada
IncPyroGenesis Canada Inc., a high-tech company, is a
proud leader in the design, development, manufacture and
commercialization of advanced plasma processes and sustainable
solutions which reduce greenhouse gases (GHG) and are economically
attractive alternatives to conventional “dirty” processes.
PyroGenesis has created proprietary, patented and advanced plasma
technologies that are being vetted and adopted by multiple
multibillion dollar industry leaders in four massive markets: iron
ore pelletization, aluminum, waste management, and additive
manufacturing. With a team of experienced engineers, scientists and
technicians working out of its Montreal office, and its 3,800 m2
and 2,940 m2 manufacturing facilities, PyroGenesis maintains its
competitive advantage by remaining at the forefront of technology
development and commercialization. The operations are ISO
9001:2015 and AS9100D certified, having been ISO certified since
1997. For more information, please visit: www.pyrogenesis.com.
Cautionary and Forward-Looking
Statements
This press release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of applicable
securities laws. In some cases, but not necessarily in all cases,
forward-looking statements can be identified by the use of
forward-looking terminology such as “plans”, “targets”, “expects”
or “does not expect”, “is expected”, “an opportunity exists”, “is
positioned”, “estimates”, “intends”, “assumes”, “anticipates” or
“does not anticipate” or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might”, “will” or “will be taken”, “occur” or
“be achieved”. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances contain forward-looking statements.
Forward-looking statements are not historical facts, nor guarantees
or assurances of future performance but instead represent
management’s current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking statements are necessarily based
on a number of opinions, assumptions and estimates that, while
considered reasonable by the Company as of the date of this
release, are subject to inherent uncertainties, risks and changes
in circumstances that may differ materially from those contemplated
by the forward-looking statements. Important factors that could
cause actual results to differ, possibly materially, from those
indicated by the forward-looking statements include, but are not
limited to, the risk factors identified under “Risk Factors” in the
Company’s latest annual information form, and in other periodic
filings that the Company has made and may make in the future with
the securities commissions or similar regulatory authorities, all
of which are available under the Company’s profile on SEDAR+ at
www.sedarplus.com, or at www.sec.gov. These factors are not
intended to represent a complete list of the factors that could
affect the Company. However, such risk factors should be considered
carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this release. The Company undertakes no obligation to
publicly update or revise any forward-looking statement, except as
required by applicable securities laws.
Neither the Toronto Stock Exchange, its
Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) nor the NASDAQ Stock
Market, LLC accepts responsibility for the adequacy or accuracy of
this press release.
For further information please contact: Rodayna
Kafal, Vice President, IR/Comms. and Strategic BDPhone: (514)
937-0002, E-mail: ir@pyrogenesis.com RELATED LINK:
http://www.pyrogenesis.com/
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