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Contingencies and Commitments
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES AND COMMITMENTS
NOTE 13 - CONTINGENCIES AND COMMITMENTS

 

  a.

On August 7, 2018, the Company commenced an action against North Empire LLC ("North Empire") in the Supreme Court of the State of New York, County of New York for breach of a Securities Purchase Agreement (the "Agreement") in which it is seeking damages in an amount to be determined at trial, but in no event less than $616,000. On August 2, 2018, North Empire filed a Summons with Notice against the Company, also in the same Court, in which they allege damages in an amount of $11.4 million arising from an alleged breach of the Agreement. On September 6, 2018 North Empire filed a Notice of Discontinuance of the action it had filed on August 2, 2018. On September 27, 2018, North Empire filed an answer and asserted counterclaims in the action commenced by the Company against them, alleging that the Company failed to deliver stock certificates to North Empire causing damage to North Empire in the amount of $10,958,589. North Empire also filed a third-party complaint against the Company's CEO and now former Chairman of the Board asserting similar claims against them in their individual capacities. On October 17, 2018, the Company filed a reply to North Empire's counterclaims. On November 15, 2018, the Company's CEO and now former Chairman of the Board filed a motion to dismiss North Empire's third-party complaint. On January 6, 2020, the Court granted the motion and dismissed the third-party complaint. The parties are now engaging in discovery in connection with the claims and counterclaims.

 

The Company believes it is more likely than not that the counterclaims will be denied.

 

  b.

On January 22, 2019, the Company was notified by the Nasdaq Stock Market, LLC ("Nasdaq") that the Company was not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notification provided that the Company had 180 calendar days, or until July 22, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

 

The Company did not regain compliance with the Rule by July 22, 2019 and, as a result, on July 23, 2019, the Company received notice from the Staff that, based upon the Company's continued non-compliance with the Rule, the Staff had determined to delist the Company's common stock from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel"). The hearing occurred on September 19, 2019.

 

On October 1, 2019, the Panel granted the Company's request for continued listing of the Company's common stock on the Nasdaq Capital Market pursuant to an extension through January 20, 2020, subject to the condition that the Company regain compliance with the Bid Price Rule by such date and that the Company demonstrate compliance with all requirements for continued listing on the Nasdaq. Previously, on August 5, 2019, at the annual meeting of the Company's stockholders, discretionary authority was granted to the Company's board of directors to effect a reverse stock split at any time until August 5, 2020 at a ratio within the range from one for two up to one for thirty.

 

on November 19, 2019, the Company received formal notice from Nasdaq that the Company's non-compliance with the minimum $2.5 million stockholders' equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Rule"), as of September 30, 2019, could serve as an additional basis for delisting. In accordance with the Nasdaq Listing Rules, the Company has been granted the opportunity and plans to timely present its plan to regain compliance with the Stockholders' Equity Rule for the Panel's consideration.

 

On February 7, 2020, the Company received the formal decision of the (Panel), in which the Panel determined that the Company has evidenced full compliance with the minimum $1.00 per share bid price requirement, and granted the Company's request for continued listing on Nasdaq pursuant to an extension, through May 18, 2020, to demonstrate compliance with the minimum $2.5 million stockholders' equity requirement. As previously disclosed, on November 19, 2019, the Company received formal notice from Nasdaq that it did not satisfy the Stockholders' Equity Rule as of September 30, 2019. In response, the Company requested a hearing before the Panel to present its plan to regain compliance with the rule. The Panel's February 7, 2020 decision follows such hearing.