- On
August 22, 2022 , in conjunction with the Company’s financial advisors, members of the Company’s board of directors (the “Board”) discovered improper withdrawals from the Company’s operating bank accounts and the subsequent concealment of these withdrawals, which transactions commenced during the quarterly period endedMarch 31, 2022 . Upon these discoveries, the Board immediately launched internal investigations, began a series of discussions with its advisors, took actions necessary to safeguard Company accounts and sought to recover funds. From these Board investigations and discussions with its advisors, it appeared thatCooper Morgenthau , the Chief Financial Officer and a director of the Company, had made those improper withdrawals from and afterJanuary 2022 and took deliberate actions to conceal them, including by falsifying documents (the “Irregularities”). The services ofMr. Morgenthau as Chief Financial Officer have terminated and the Company is in the process of formally removingMr. Morgenthau as a director and officer pursuant to its Memorandum and Articles of Association. Brian Hinchcliffe , the Vice Chairman of the Company’s Board, has been designated as Interim CFO until a permanent successor is retained.- The Company has not as yet filed its Form 10-Q for the quarter ended
June 30, 2022 . OnAugust 23, 2022 , the Company received a notice (“Notice”) from the NYSE Regulation staff of theNew York Stock Exchange (the “NYSE”) providing that, as a result of its failure to timely file such Form 10-Q, it was not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual.
The NYSE has informed the Company that, under the NYSE’s rules, the Company will have six months from the filing due date (
The Company is working diligently to complete its Form 10-Q, which will depend upon the resolution of the matters described above. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the NYSE continued listing standards. No assurance can be given that the Company will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual.
The above-described Report on Form 8-K can be accessed at the SEC’s website, at www.sec.gov.
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Forward-Looking Statements
The information included in this report regarding changes in executive management, the results of the Company’s internal investigation, the Company’s compliance with its financial reporting obligations and the effects of such matters on the Company’s financial condition and results of operations, compliance with
Contact:
Chris.chadwick@africanaxis.co.za
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