Item 8.01 Other Events.
Following its timely request for a hearing and a request for an extended stay,
on December 13, 2019, Synthesis Energy Systems, Inc. (the "Company") received a
letter from the Nasdaq Hearings Panel (the "Panel") indicating that the Panel
had determined to extend the stay through the completion of the hearings
process, which will take place on December 19, 2019. At the hearing, the Company
will request the stay be extended through the closing of the previously
announced proposed merger transaction with Australian Future Energy Pty Ltd.
However, there can be no assurance that the Panel will grant a further extension
for the Company to demonstrate that it has regained compliance with all
applicable requirements.
Forward-Looking Statements
This current report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). Statements that are not strictly historical statements
constitute forward-looking statements and may often, but not always, be
identified by the use of words such as "expects," "believes," "intends,"
"anticipates," "plans," "estimates," "potential," "possible," or "probable" or
statements that certain actions, events or results "may," "will," "should," or
"could" be taken, occur or be achieved. The forward-looking statements include
statements about future operations and the anticipated timing for closing the
proposed merger. Forward-looking statements are based on current expectations
and assumptions and analyses made by the Company and AFE in light of experience
and perception of historical trends, current conditions and expected future
developments, as well as other factors appropriate under the circumstances.
However, whether actual results and developments will conform with expectations
is subject to a number of risks and uncertainties, including but not limited to
the possibility that the companies may be unable to obtain stockholder approval
or satisfy the other conditions to closing. The Company's annual report on Form
10-K for the year ended June 30, 2018, recent current reports on Form 8-K, and
other SEC filings discuss some of the important risk factors identified that may
affect its business, results of operations, and financial condition. The Company
and AFE undertake no obligation to revise or update publicly any forward-looking
statements, except as required by law.
Additional Information about the Transaction
In connection with the proposed transaction, the Company intends to file with
the SEC a registration statement on Form S-4 that will include a proxy statement
of the Company that also constitutes a prospectus of the Company relating to the
Common Stock to be issued pursuant to the Merger. The proxy statement/prospectus
will include important information about both the Company and AFE. The Company
also plans to file other relevant documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, AFE AND THE PROPOSED
TRANSACTION. Investors and security holders may obtain these documents when
available free of charge at the SEC's website at www.sec.gov. In addition, the
documents filed with the SEC by the Company can be obtained free of charge from
the Company's website at www.synthesisenergysystems.com.
Participants in Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in respect of the proposed transaction. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
for the year ended June 30, 2018, which was filed with the SEC on November 14,
2018, and its proxy statement for its 2018 annual meeting of shareholders, which
was filed with the SEC on April 29, 2019. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
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