SAN DIEGO, May 26 /PRNewswire-FirstCall/ -- Sequenom, Inc. announced today that, as anticipated, it received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market (the "Staff") notifying the Company that its stockholders' equity of $8,329,000, as reported in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for the quarter ended March 31, 2006, was less than the $10,000,000 requirement set forth in Nasdaq Marketplace Rule 4450(a)(3). Accordingly, the Staff advised that this additional deficiency could serve as a separate basis for delisting the Company's common stock from The Nasdaq National Market.
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As previously announced, the Company received a delisting notice from the Staff based on the Company's failure to satisfy Nasdaq's $1.00 per share minimum bid price requirement. On April 12, 2006, the Company attended a hearing before the Nasdaq Listing Qualifications Panel (the "Panel") to appeal the delisting and, at that hearing, presented its plan for regaining compliance. The presentation included the Company's plan to raise $33,000,000 through a private placement of common stock and warrants, subject to certain closing conditions and stockholder approval of the private placement and other matters at the Company's Annual Meeting of Stockholders scheduled for May 31, 2006.
On April 24, 2006, the Panel issued its hearing decision granting the Company's request for continued listing until June 15, 2006, to demonstrate compliance with the $1.00 minimum bid price requirement. In view of the Staff's notice regarding the stockholders' equity requirement, the Company intends to update the Panel on the progress it has made thus far in executing its plan of compliance and completing the private placement.
Provided that the Company's stockholders approve the amendment to the Company's Certificate of Incorporation to increase the authorized number of shares of common stock to accommodate the private placement, approve the private placement, and authorize the Company's Board of Directors to implement a reverse stock split at the Company's upcoming Annual Meeting of Stockholders, and the Company closes the private placement, the Company should be able to achieve compliance with the Nasdaq listing requirements. However, the Company's continued listing is contingent upon the Panel granting the Company's request for continued listing. Additional information may be found in the Company's Proxy Statement for its Annual Meeting of Stockholders set forth on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2006.
Except for the historical information contained herein, the matters set forth in this press release, including without limitation statements regarding the Company's plan to comply with Nasdaq's minimum bid price requirement and minimum stockholders' equity requirement, plan to raise $33 million through a private placement of common stock and warrants, the Company's upcoming Annual Meeting of Stockholders, stockholder approval of amendments to the Company's Certificate of Incorporation, stockholder approval of and closing of the private placement, stockholder authorization to implement a reverse stock split, and the Company's ability to achieve compliance with Nasdaq listing requirements and remain listed on The Nasdaq Stock Market, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the risks and uncertainties associated with stockholder approval, the Company's share price, the Company's stockholders' equity, and the review, if any, of the Panel's decision by the Nasdaq Listing and Hearing Review Council, and other risks and uncertainties detailed from time to time in the Company's SEC filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2005, most recent Quarterly Report on Form 10-Q, and most recent Proxy Statement on Schedule 14A. These forward-looking statements are based on current information that is likely to change and speak only as of the date hereof.
Stockholders of the Company are urged to read the Company's proxy statement for its 2006 annual meeting of stockholders filed with the SEC which includes proposals referred to in this press release. The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of the Company with respect to such proposals, the Company's pending financing, and other matters. Information regarding such officers and directors is included in the Company's proxy statement for its 2006 annual meeting of stockholders or in other current or periodic reports filed with the SEC. Stockholders may obtain a free copy of the proxy statement and other documents filed with the SEC at the SEC's website at http://www.sec.gov/. The proxy statement and these other documents may also be obtained for free from the Company by contacting: Investor Relations, Sequenom, Inc., 3595 John Hopkins Court, San Diego, CA 92121, (858) 202-9000.
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