Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2019年12月18日 - 7:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Act of 1934
Date
of Report (Date of earliest event reported): December 13, 2019
Synthesis
Energy Systems, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33522
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20-2110031
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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One
Riverway, Suite 1700 Houston, Texas
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77056
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
579-0600
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
Symbol
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Name
of each exchange on which registered
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Common
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SES
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Nasdaq
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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[X]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Synthesis
Energy Systems, Inc.
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Dated:
December 17, 2019
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/s/
Robert Rigdon
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Robert
Rigdon
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President
and Chief Executive Officer
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Synthesis Energy Systems (NASDAQ:SES)
過去 株価チャート
から 11 2024 まで 12 2024
Synthesis Energy Systems (NASDAQ:SES)
過去 株価チャート
から 12 2023 まで 12 2024