Paulo Gozzi
Mr. Paulo Roberto Gozzi holds a law degree from Pontifícia Universidade Católica de São Paulo, an LL.M. from the University of São Paulo and an MBA in Financial Markets and Corporate Finance from Fundação Getúlio Vargas in São Paulo.
Mr. Gozzi is a partner and co-founder of Re-Think Resilience Governance, a position he has held since 2018. Mr. Gozzi previously worked as chief financial and legal officer for CSN Mineração between 2016 and 2017, at Nacional Minérios as chief financial officer between 2012 and 2015 and as general counsel between 2009 and 2015 and as general legal manager at Companhia Siderúrgica Nacional between 2003 and 2008. Earlier in his career, Mr. Gozzi worked at Mattos Filho, Veiga Filho and Quiroga Lawyers between 2000 and 2003 and at the predecessor to Lefosse Advogados between 1997 and 2000.
Intent to Voluntarily Delist from the Nasdaq Global Market and to Deregister with the U.S. Securities and Exchange Commission
In addition, the Company hereby announces its intent to voluntarily delist from the Nasdaq Global Market of The NASDAQ Stock Market LLC (the “Nasdaq”) and to deregister with the U.S. Securities and Exchange Commission (the “SEC”) and cease reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Background to the Decision to Voluntarily Delist and Deregister with the SEC
As previously disclosed, the Company continues to face severe liquidity constraints. The Company’s future depends heavily on its ability to sell various operational parts of the Company to create additional liquidity to overcome its present liquidity bottlenecks and also heavily depends on the successful renegotiations of its outstanding debts. The Company’s ability to continue as a going concern and avoid a judicially-supervised reorganization or liquidation process is, therefore, dependent on its ability to generate additional liquidity or otherwise address its liquidity issues in the near term. Therefore, in view of the Company’s severe liquidity constraints, it is necessary for the Company to tightly control its costs and allocation of resources.
The voluntary decision to delist the Company’s ordinary shares and warrants from Nasdaq and to cease to be an SEC reporting company was taken following the Company’s review and consideration of several factors, including assessing ýthe costs and benefits of being a Nasdaq-listed SEC reporting company, including the significant accounting, legal and other administrative costs associated with remaining an SEC reporting company. The costs of continuing to be a Nasdaq-listed SEC reporting company are prohibitive for the Company at this time in light of its current financial position.
In addition, the Company considered the uncertainties of the Company being able to regain and maintain compliance with the Nasdaq requirements for continued listing. On August 8, 2019, the Company issued a press release announcing that the Company had received written notifications from Nasdaq that the Company no longer meets the continued listing requirements of maintaining a minimum Market Value of Publicly Held Shares (“MVPHS”) for the Nasdaq Global Market and a minimum bid price of US$1.00 per share of the Company’s listed ordinary shares. The Company has a compliance period of 180 calendar days, or until February 3, 2020, to regain compliance with Nasdaq’s minimum MVPHS requirement and the minimum bid price requirement. There can be no assurance that the Company is able to comply with these requirements and if the Company fails to regain and maintain compliance with the Nasdaq requirements for continued listing, Nasdaq could take action to delist the Company involuntarily.
The Company believes that the significant cost reductions inherent in delisting and deregistration will benefit the Company and its shareholders and serve to enhance the chances of the Company being able to continue as a going concern and avoid a judicially-supervised reorganization or liquidation process. The Company further believes that ceasing to be an SEC reporting company will enable the Company’s management to focus its time and managerial resources on operating the Company and seeking to generate additional liquidity to improve its financial position, thereby enhancing shareholder value.
Process for Voluntarily Delisting and Deregistering with the SEC
The Company shall shortly submit written notice to Nasdaq of its intention to voluntarily delist its ordinary shares and warrants from Nasdaq.
The Company intends to file a Form 25 with the SEC on or about January 24, 2020 in order to formally initiate the voluntary delisting of its ordinary shares and warrants from Nasdaq and to terminate the registration of the ordinary shares and warrants under Section 12(b) of the Exchange Act. Delisting of the ordinary shares and warrants from Nasdaq is expected to become effective on or about the date that is ten days after the filing date of the Form 25 (the “Delisting Date”).
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