On Oct 22, 2012, ZLCS received notice of noncompliance from the NASDAQ Global Markets as its stock had a closing price of less than $1 for 30 consecutive days. ZLCS had 180 days to regain compliance. As the share price did not reach the standards of the Nasdaq Global Markets during this initial 180 day period, ZLCS asked for and received from NASDAQ an additional 180 day extension in return for moving its listing to the NASDAQ Capital Market. The final compliance date was extended by NASDAQ to Oct. 21, 2013. As one of the conditions of maintaining its Nasdaq Capital Market listing, ZLCS agreed to ask for shareholder approval of a R/S split to achieve the $1.00 minimum closing bid price should the share price not rise on its own. On June 6, 2013, ZLCS shareholders approved the ability of the ZLCS BOD to implement a reverse stock split between 1 for 5 and 1 for 10 shares.
To administratively affect a R/S split, ZLCS is required to give both NASDAQ and the Depository Trust Corporation a 15 calendar day advance notice of the split and the ratio. In order to accommodate this advance notice requirement, on Sept. 18, 2013, the ZLCS BOD approved a 1 for 6 R/S. ZLCS common share price on that day was $0.74.
With a compliance deadline of Oct. 21, 2013, ZLCS needed to first close above $1.00 per share no later than Oct. 4, 2013, which is ten (10) business days prior to Oct. 21, 2013. If ZLCS did not close above $1.00 each and every business day starting Oct. 4, 2013, NASDAQ would have sent a final delisting notice. The latest day that ZLCS could have initiated the R/S split proceedings to maintain its listing was Sept. 19, 2013, which was one day after when Zalicus began the R/S proceedings. ZLCS closed at $0.75 on Sept. 19, 2013. ZLCS essentially waited as long as possible to initiate the R/S proceedings, as the Company values its NASDAQ listing and did not want to jeopardize its listing qualifications for the Company and its shareholders.
ZLCS did what they had to do.
Wow, Z did such a 'courageous' thing because no big institutionalss is willing to back this shady company. So, in desperation to save itself from being de-listed from what it truly is.... a penny stock, it had to do a R/S to keep this sham going......great job Z mgmt.! You can keep your bloated salaries....didn't even try getting help financing or share buybacks.....wait, they have no money - better yet, they are burning it, and issuing even more shares to fund this Ponzi.
The clueless shareholder who continued to pump this stock didn't even realize how this will affect them OMG.