Superconductor Technologies Inc. (STI) (Nasdaq: SCON) issues the
following Letter to Stockholders
Dear Stockholder,
You recently received proxy materials relating
to proposals to be voted on by stockholders of Superconductor
Technologies Inc. (“STI” or the “Company” or in the third person,
“we” or “our”) at the Company’s Annual Meeting of Stockholders (the
“Annual Meeting”) on September 2, 2020. This important
notice is to inform you that the Annual Meeting has been adjourned
again until September 9th 2020 at 8:45 a.m. (Central Time) to allow
stockholders additional time to exercise their voting rights by
submitting their voting instructions. The location of the
meeting remains Hill Country Galleria, 12600 Hill Country Blvd,
Suite R-275, Bee Cave, Texas 78738.
Proposal 3, the Reverse Stock Split proposal,
has not received sufficient votes for passage. An additional
(approximately)1.5% of the outstanding shares is needed to vote in
favor of proposal 3 to assure passage. The purpose of this
proposal is to raise the Company’s stock price to satisfy Nasdaq’s
$1.00 minimum bid price rule, which is required to remain listed on
Nasdaq. We are currently not in compliance with this
rule. We encourage stockholders who have not yet voted their
shares to do so, and those who voted no to switch their votes to
be, FOR proposal 3, to approve the Reverse Stock Split
proposal. The Board of Directors unanimously recommends you
vote FOR proposal 3.
It is important that you vote, no matter how
large or small your holdings may be. This will help save us further
solicitation costs on the Annual Meeting and ensure that your
shares are represented in these decisions. During the period of the
adjournment, the Company will continue to solicit proxies from its
stockholders. Stockholders who have already voted need not submit
another vote unless they wish to change their vote.
If you have any questions or need assistance
voting your shares, please call STI’s proxy solicitation firm,
Georgeson LLC, toll free at: (866) 295-4321.
Proposal 3 is described further in the Company’s
Definitive Proxy Statement filed with the Securities and Exchange
Commission on August 10, 2020.
Sincerely,
Superconductor Technologies Inc.
About Superconductor Technologies Inc.
(STI)Superconductor Technologies Inc. is a global leader
in superconducting innovation. Since 1987, STI has led innovation
in HTS materials, developing more than 100 patents as well as
proprietary trade secrets and manufacturing expertise. For more
than 20 years STI utilized its unique HTS manufacturing process for
solutions to maximize capacity utilization and coverage for Tier 1
telecommunications operators. Headquartered in Austin, TX,
Superconductor Technologies Inc.'s common stock is listed on the
NASDAQ Capital Market under the ticker symbol “SCON.” For more
information about STI, please visit http://www.suptech.com.
Forward-Looking Statements This
communication contains forward-looking statements (including within
the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of
1933, as amended) concerning STI, AIU, the proposed Merger, and
other matters. These statements may discuss the valuation of the
Building, goals, intentions and expectations as to future plans,
trends, events, results of operations or financial condition, or
otherwise, based on current beliefs of the management of STI, as
well as assumptions made by, and information currently available
to, management. Forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as “may,”
“will,” “should,” “would,” “expect,” “anticipate,” “plan,”
“likely,” “believe,” “estimate,” “project,” “intend,” and other
similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: the risk that stockholders do not
timely approve a reverse split in order to comply with the Price
Rule, which would result in immediate delisting; the risk that the
pending merger with Clearday (“Merger”) is not timely completed or
does not result in the Company being able to be in compliance with
the Price Rule, which would result in immediate delisting; the risk
that the delay in consummating the merger will create increased
expense to STI; the risk that the conditions to the closing of the
proposed Merger are not satisfied, including the failure to obtain
stockholder approval for the proposed Merger in a timely manner or
at all; uncertainties as to the timing of the consummation of the
proposed Merger and the ability of each of STI and AIU to
consummate the Merger; risks related to STI’s ability to correctly
estimate and manage its operating expenses and its expenses
associated with the proposed Merger pending closing; risks related
to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate
the proposed Merger; risks associated with the possible failure to
realize certain anticipated benefits of the proposed Merger,
including with respect to future financial and operating results;
the ability of STI or AIU to protect their respective intellectual
property rights; competitive responses to the Merger and changes in
expected or existing competition; unexpected costs, charges or
expenses resulting from the proposed Merger; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed Merger; regulatory
requirements or developments; changes in capital resource
requirements; and legislative, regulatory, political and economic
developments. The foregoing review of important factors that could
cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including the
risk factors included in STI’s most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K filed with the SEC. STI can give no assurance that the
conditions to the Merger will be satisfied. Except as required by
applicable law, STI undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Important Additional Information Will be
Filed with the SEC In connection with the proposed Merger,
STI intends to file relevant materials with the SEC, including a
registration statement on Form S-4 that will contain a proxy
statement/prospectus/information statement. INVESTORS AND
STOCKHOLDERS OF STI ARE URGED TO READ THESE MATERIALS CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT STI, THE MERGER AND RELATED
MATTERS. Investors and stockholders will be able to obtain
free copies of the proxy statement, prospectus and other documents
filed by STI with the SEC (when they become available) through the
website maintained by the SEC at www.sec.gov. In addition,
investors and stockholders will be able to obtain free copies of
the proxy statement, prospectus and other documents filed by STI
with the SEC by contacting STI by mail at Superconductor
Technologies Inc., 15511 W. State Hwy 71, Suite 110-105 Austin, TX
78738, (512) 650-7775, Attention: Corporate Secretary. Investors
and stockholders are urged to read the proxy statement, prospectus
and the other relevant materials when they become available before
making any voting or investment decision with respect to the
Merger.
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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the
Solicitation STI and its directors and executive officers
and AIU and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of STI in connection with the Merger. Information
regarding the special interests of these directors and executive
officers in the Merger will be included in the proxy
statement/prospectus/information statement referred to above.
Additional information about STI’s directors and executive officers
is included in STI’s definitive proxy statement filed with the SEC
on April 26, 2019. These documents are available free of
charge at the SEC website (www.sec.gov) and from the Corporate
Secretary of STI at the address above.
Investor Relations
ContactMoriah Shilton or Kirsten Chapman, LHA Investor
Relations, +1-415-433-3777 invest@suptech.com
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