NEW YORK--(BUSINESS WIRE)--
Alliance MMA, Inc. (AMMA) announced that on November 9, 2018, The Nasdaq Stock Market LLC (“NASDAQ”) notified Alliance MMA that the NASDAQ Hearings Panel (the “Panel”) granted the Company’s request for continued listing on The NASDAQ Capital Market, subject to the Company’s satisfaction of certain conditions, including interim funding milestones.
“I am very pleased that the Nasdaq Hearings Panel responded favorably to our plan to acquire SCWorx, a big data company offering a suite of data solutions via a SaaS model to hospitals said John Price, President and CFO. Mr. Price continued, “the Company will continue to execute on its plan to demonstrate that the combined company will meet all applicable requirements for initial listing on The Nasdaq Capital Market.”
In accordance with the NASDAQ’s decision, subject to compliance with the interim funding milestones, the Company has until February 25, 2019 to complete its acquisition of SCWorx and demonstrate that the combined company satisfies the requirements for initial listing on The Nasdaq Capital Market. Although the Company is endeavoring to satisfy the interim funding milestones and other conditions of the Panel’s decision, there is no assurance that the Company will be able to do so. If the Company is unable to fully comply with the terms of the Panel’s decision, the company’s common stock could be delisted from The NASDAQ Capital Market which would have a material adverse effect on the company’s business and on the trading of its common stock.
About Alliance MMA, Inc.
Alliance MMA, Inc., is a professional mixed martial arts (MMA) company which has scaled back its operations and is currently focused on consummation of the SCWorx acquisition, as well as its MMA promotion ticket solution, CageTix.
The completion of the SCWorx acquisition is subject to satisfaction of a number of conditions, including shareholder approval of the transactions by both companies, as well as Alliance (and the combined company) continued listing on the NASDAQ Capital Market.
This press release contains “forward-looking statements” that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position, prospects, plans and objectives of management are forward- looking statements. Examples of such statements include, but are not limited to, statements relating to: the structure, timing and completion of the proposed acquisition of SCWorx, which may not be completed; the Company’s ability to satisfy the Nasdaq Panel’s conditions for continued listing of its common stock, including satisfaction of the interim funding milestones; the combined company’s listing on Nasdaq after closing of the proposed transaction; expectations regarding the capitalization, resources and ownership structure of the combined company; the nature, strategy, results, focus, growth, profitability and market opportunities of the combined company; the executive and board structure of the combined company; and expectations regarding voting by Alliance MMA and SCWorx shareholders. Alliance MMA and/or SCWorx may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward- looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with shareholder approval of and the ability to consummate the proposed transaction through the process being conducted by Alliance MMA and SCWorx, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations and the availability of sufficient resources of the combined company to meet its business objectives and operational requirements.
The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Alliance MMA's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (SEC) and in subsequent filings with the SEC. Except as otherwise required by law, Alliance MMA disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A proxy statement and a proxy card will be filed with the SEC and will be mailed to Alliance MMA’s shareholders seeking any required shareholder approvals in connection with the proposed transactions. Before making any voting or investment decision, investors and shareholders are urged to read the proxy statement (including any amendments or supplements thereto) and any other relevant documents that Alliance MMA may file with the SEC when they become available because they will contain important information about the proposed transactions.