Item 8.01 - Other Events
Order Instituting Administrative Proceeding
On August 25, 2022 (the "Company") became aware of the existence of an Order
Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section
12(j) of the Securities Exchange Act of 1934 (the "Order"), dated August 17,
2022, by the Securities and Exchange Commission (the "SEC"), naming the Company
as a respondent, a copy of which is attached hereto as Exhibit 99.1. In the
Order, the SEC stated that the Company is delinquent in its periodic filings
with the SEC, failed to meet its obligations to file timely reports and failed
to comply with Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and Rules 13a-1 and 13a-13 thereunder. As stated in the Order,
the SEC has deemed it necessary and appropriate for public administrative
proceedings to be instituted to determine, among other things, whether it is
necessary and appropriate to suspend for a period not exceeding twelve months,
or revoke the registration of, the common stock of the Company, which is
registered pursuant to Section 12 of the Exchange Act. Further, the Order stated
that the Company failed to heed a delinquency letter sent to it by the Division
of Corporation Finance requesting compliance with its periodic filing
obligations. Although the Company has had the same address listed on its filings
for the past six years, the Company never received a delinquency letter.
Although the Company was not served, the Order states that the Company will have
ten days after the date of service of the Order to provide the SEC with an
answer to the Order.
On August 25, 2022, the Company responded to the Order via email and via the
SEC's eFAP system where filings are uploaded electronically, asking the SEC to
not proceed with the Administrative Order and to allow the Company until the end
of September to file its requisite financial statements. On September 5, 2022,
Michael Rountree, CEO of the Company sent a follow up letter to the SEC asking
for a response from the SEC to the letter sent on August 25, 2022. Further to
the letter of September 5, 2022, on September 9, 2022, Mr. Rountree had a
telephone conversation with the SEC to discuss the Administrative Order and the
best course of action to preserve the value of the Company for its stockholders,
including the manner in which, or whether, to provide a further answer to the
Order or to participate in the administrative hearing. Pursuant to the
conversation, Mr. Rountree was advised that there can be no assurance that the
Company would be able to prevail at any administrative hearing or that the
registration of the common stock of the Company, which is registered pursuant to
Section 12 of the Exchange Act, would not be revoked or suspended.
On September 9, 2022, the Company received a draft Order Making Findings and
Revoking Registration of Securities Pursuant to Section 12(j) of the Securities
Exchange Act of 1934 as to Eco Science Solutions, Inc. ("Order"), as well as an
Offer of Settlement of Eco Science Solutions, Inc. as to File No. 3-20971 (both
attached as Exhibit 99.2).
On September 12, 2022, and further to the conversation with the SEC, and
following a board meeting, it was determined that the Company should consent to
the revocation of the Company's common stock.
On September 14, 2022, Mr. Rountree executed both the Order and the Offer of
Settlement in order for the SEC to revoke the Company's common stock.
The SEC has indicated that it would take approximately 60 days for the
revocation of the Company's common stock to take place; at which time the
trading of the Company's common stock will cease, the Company's periodic
reporting obligations under Section 13(a) of the Exchange Act will terminate,
and no member of a national securities exchange, broker or dealer will be
permitted to use the mails or other means of interstate commerce to effect any
transaction in or to induce the purchase or sale of any shares of the Company's
common stock.
The Company has determined that once the Company's common stock has been
revoked, the Company will move forward with filing a Form 10 with the SEC, as
well as a Form 15c2-11 to re-register the Company's common stock and the Company
may, or may not, depending on what is available, get the trading symbol ESSI
again.
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Item 9.01 - Financial Statements and Exhibits
Item No. Description
99.1 SEC Order Instituting Administrative Proceedings and Notice of Hearing
Pursuant to Section 12(j) of the Securities Exchange Act of 1934, dated
August 17, 2022
99.2 Order Making Findings and Revoking Registration of Securities Pursuant
to Section 12(j) of the Securities Exchange Act of 1934 as to Eco
Science Solutions, Inc. and Offer of Settlement of Eco Science
Solutions, Inc.
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