Lumera (NASDAQ:LMRA)
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Lumera Corporation (NASDAQ:LMRA) (the "Company"), a leader in the field
of photonic communications, today announced that it received a NASDAQ
Staff Determination on November 18, 2008, indicating that the Company
fails to comply with the minimum stockholders' equity requirements for
continued listing, set forth in Marketplace Rule 4450(a)(3) and that its
common stock is therefore scheduled to be delisted from The NASDAQ
Global Market on November 28, 2008.
Marketplace Rule 4450(a)(3) provides that the Company must maintain a
minimum stockholders’ equity of $10,000,000 for continued listing on The
NASDAQ Global Market. As reported on the Company’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2008, the Company’s
stockholders’ equity was $8,718,000. The Company does qualify for a
continued listing on the NASDAQ Capital Market at this time.
The Company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination, and to request
that consideration of the matter be postponed until after Lumera's
upcoming annual meeting, at which its proposed merger with GigOptix will
be considered. After that point, the new GigOptix Inc. may propose to
have its stock listed on the NASDAQ Global Market, to move to the NASDAQ
Capital Market or to agree that its stock will be delisted, in which
case it would be traded on the OTCBB. Although the Company is requesting
a hearing before a NASDAQ Listing Qualifications Panel, there can be no
assurance the Panel will grant the Company's request for continued
listing.
About Lumera
Lumera is a leader in photonic communications. The company designs
electro-optic components based on proprietary polymer compounds for the
telecommunications and computing industries. For more information,
please visit www.lumera.com.
On October 27, 2008, the Securities and Exchange Commission declared
effective a registration statement on Form S-4 filed by GigOptix, Inc.,
which contains a proxy statement/prospectus of Lumera regarding the
proposed merger transaction between GigOptix and Lumera, as well as
other relevant documents concerning the transaction. WE URGE INVESTORS
AND SECURITY HOLDERS OF LUMERA TO READ THE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT GIGOPTIX, INC., LUMERA, GIGOPTIX LLC
AND THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus
was mailed to Lumera’s stockholders on or about October 28, 2008 seeking
their approval of the merger agreement and related matters. Investors
and security holders may obtain a free copy of the registration
statement and proxy statement/prospectus and other documents filed by
Lumera with the SEC at the SEC’s web site at www.sec.gov.
Free copies of Lumera’s SEC filings are available on Lumera’s web site
at www.lumera.com
and also may be obtained without charge by directing a request to Lumera
Corporation, 19910 North Creek Parkway, Bothell, WA 98011-3008,
Attention: Investor Relations or by telephoning us at (425) 398-6546.
Lumera and its directors and executive officers may be deemed, under SEC
rules, to be participants in the solicitation of proxies from Lumera’s
stockholders with respect to the proposed transaction. Information
regarding Lumera’s directors and executive officers is included in its
annual report on Form 10-K filed with the SEC on March 17, 2008, as
amended by Form 10-K/A filed with the SEC on March 27, 2008. More
detailed information regarding the identity of potential participants
and their direct or indirect interests in the transaction, by securities
holdings or otherwise, will be set forth in the registration.
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 offer 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.
Forward-Looking Statements
Certain statements in this document may contain forward-looking
information regarding Lumera and the combined company after the
completion of the transactions that are intended to be covered by the
safe harbor for "forward-looking statements" provided by the Private
Securities Litigation Reform Act of 1995. These statements include, but
are not limited to, the benefits of the business combination transaction
involving Lumera and GigOptix, LLC including future financial and
operating results, the combined company's plans, objectives,
expectations and intentions and other statements that are not historical
facts. Such statements are based upon the current beliefs and
expectations of the management of Lumera and GigOptix, LLC and are
subject to significant risks and uncertainties. Actual results may
differ from those set forth in the forward-looking statements. You
should not place undue reliance on forward-looking statements, which
speak only as of the date of this document. Except for any obligation to
disclose material information under the Federal securities laws, Lumera
undertakes no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the
date of this document.
SOURCE: Lumera Corporation