Attached files
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| 8-K - CURRENT REPORT - TARONIS TECHNOLOGIES, INC. | f8k071513_magnegascorp.htm |
Exhibit 99.1
July 15, 2013
Mr. Ermanno P. Santilli
Chief Executive Officer
MagneGas Corporation
150 Rainville Road
Tarpon Springs, FL 34689
Re: MagneGas Corporation (the “Company”)
Nasdaq Security: Common Stock
Nasdaq Symbol: MNGA
Dear Mr. Santilli:
As we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.
If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below in order to regain compliance.2
In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.3
1 For online access to all Nasdaq Rules, please see “Nasdaq Reference Links,” included with this letter.
2 For additional information with respect to compliance periods please see the “Nasdaq Reference Links” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”
3 At that time, the Company may appeal the delisting determination to a Hearings Panel.
The NASDAQ Stock Market LLC ● 805 King Farm Blvd. ● Rockville, MD 20850 ● USA ● www.nasdaqomx.com
Mr. Ermanno P. Santilli
July 15, 2013
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet.4 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.5 For your convenience attached is a list of news services. Please note that if you do not make the required announcement trading in your securities will be halted.6
The following table summarizes the critical dates and information as related to this matter.
| Period below $1.00 bid price | Expiration of 180 calendar day compliance period | Public Announcement Due Date | Relevant Listing Rules |
| May 31 to July 12, 2013 | January 13, 2014 | July 19, 2013 | 5550(a)(2) – bid price
5810(c)(3)(A) – compliance period
5810(b) – public disclosure
5505 – Capital Market criteria
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Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at https://listingcenter.nasdaqomx.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact me at +1 301 978 8030.
Sincerely,
Shawn Abdool
Listing Analyst
Nasdaq Listing Qualifications
4 Listing Rule 5810(b).
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net.
6 Listing Rule IM-5810-1.
NASDAQ REFERENCE LINKS
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Topic
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Description
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NASDAQ Listing Rules
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All initial and continued listing rules
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Corporate Governance
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Board composition, committee requirements and shareholder approval
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Fees
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FAQ's Listing Fees
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Frequently Asked Questions (FAQ's)
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Topics related to initial listing and continued listing
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Hearing Requests & Process
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Discussion of the Nasdaq Hearings process
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Listing of Additional Shares (LAS)
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Explanation of Nasdaq’s Listing of Additional Shares process
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Transfer to the Nasdaq Capital Market
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Procedures and application to transfer securities to the Nasdaq Capital Market
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Access to all Nasdaq listing information and forms can be accessed at the following:
https://listingcenter.nasdaqomx.com/Home.aspx
DIRECTORY OF NEWS SERVICES*
The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.
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News Service
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Internet Address
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Telephone Number
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Bloomberg Business News
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www.bloomberg.com
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Phone: +1 212 318 2000
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Business Wire
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www.businesswire.com
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Toll free: +1 800 227 0845 Phone: +1 415 986 4422
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Dow Jones News Wire
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www.dowjones.com
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Toll free: +1 800 223 2274 Phone: +1 212 416 2400
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GlobeNewswire
(A NASDAQ OMX Co.)
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www.globenewswire.com
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Toll free: +1 800 307 6627 Phone: +1 310 642 6930
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MarketWire
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www.marketwire.com
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Toll free: +1 800 774 9473 Phone: +1 310 765 3200
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PR Newswire
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www.prnewswire.com
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Toll free: +1 800 776 8090 Phone: +1 201 360 6700
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Reuters
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www.thomsonreuters.com
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Phone: +1 646 223 4000
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* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) .