As previously disclosed, ISA's shareholders approved a plan to dissolve ISA following the completion of the sale of substantially all of its assets pursuant the previously announced definitive asset purchase agreement (the "Purchase Agreement") with River Metals Recycling LLC ("River Metals"), a subsidiary of The David J. Joseph Company. ISA has previously announced that this sale was completed on December 16, 2019. As a result, in addition to delisting its Common Stock, ISA intends to file articles of dissolution with the Florida Secretary of State within the next 30 days.
ISA also intends to file a Form 15 as soon as practicable to indefinitely suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Act"), and seek relief from its reporting obligations under the Act to file a Form 10-K for the year ending December 31, 2019. The decision to seek such relief and to suspend such reporting obligations was based on numerous considerations, including the auditing, legal and other costs and expenses associated with continuing to make such filings with the SEC.
Forward-Looking Statements
The statements in this press release that are not historical, including without limitation statements regarding ISA's beliefs, expectations, prospects, strategic plans and statements regarding the expected completion, timing and effects of our delisting, plan of dissolution and suspension of reporting obligations under the Act, or any other future events, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered "forward-looking statements" for these purposes. In some cases, forward-looking statements can be identified by the use of such terminology as "may," "will," "expects," "plans," "anticipates," "intends," "believes," "estimates," "potential," or "continues," or the negative thereof or other similar words. Forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, the timing and ability of ISA to delist, dissolve and suspend its reporting obligations. Future performance cannot be assured and actual results may differ materially from those in the forward-looking statements.
Further information on risks ISA faces is contained in its filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2018, and the definitive proxy statement on Schedule 14A filed on October 21, 2019. Any forward-looking statement made by ISA speaks only as of the date on which it is made. Factors or events that could cause its actual results to differ may emerge from time to time, and it is not possible to predict all of them. ISA undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contacts
Todd Phillips
tphillips@raholdingsinc.com
© 2019 Business Wire
