San Francisco - March 31, 2016 - Merriman Holdings, Inc. (MERR) (the "Company"), today announced that on March 30, 2016 it voluntarily filed a Form 15 with the United States Securities and Exchange Commission (the "Commission" or "SEC") to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company cited its very concentrated shareholdings, the significant cost of being public, and limited trading of its stock. The company will execute an odd lot repurchase of its shares in concert with a reverse split of its stock as part of this transition. The Company's subsidiary, Merriman Capital, Inc., will continue to publicly file its broker dealer financials monthly, which will be available to investors. As a result of the filing of Form 15 with the Commission, the Company will no longer be required to file certain reports under the Exchange Act, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K. Other filing requirements will terminate upon the effectiveness of the deregistration, which is expected to occur 90 days after the filing of the Form 15 with the Commission. The Company expects, and will allow, its common stock to cease trading on the OTCQB. The company expects that other trading avenues, such as the OTC Pink Marketplace, will be available for parties interested in trading the Company's stock.
Merriman Holdings' Board of Directors, including the independent members, voted unanimously to file Form 15 after deliberation and consideration of the advantages and disadvantages of being a fully reporting company. The Company's Board of Directors considered many elements in reaching their decision, including: the substantial costs, both direct and indirect, associated with the preparation and filing of periodic reports with the SEC, the additional outside legal and accounting resources required, the amount of time management spends on reporting documents, the very concentrated holdings of the Company's stock, as well as the nature and extent of the trading of the Company's common stock.
"In addition to the high financial cost of being public, we will save considerable time by ceasing to be an SEC filer, which will enable us to focus exclusively on returning to profitability. We will continue to report financial results monthly for our subsidiary, Merriman Capital." stated Jon Merriman, CEO of Merriman Holdings, Inc. "By focusing solely on profitability we increase our long term prospects for developing a listing on a major exchange, which will ultimately lead to much greater liquidity for our investors. We have made significant recent progress in growing our financial entrepreneur network ("FEP"), and I look forward to spending more of my time on developing that network and expanding its effectiveness."
"Over 1600 companies filed Form 15's in the last two years. We believe much of this shift in the marketplace is partially a backlash from the market crash of 2008 - which significantly diminished liquidity in small cap and micro-cap stocks and led to trading in an increasingly narrow number of mega-cap stocks," added Merriman. "The small and micro-cap market sector employs a significant number of Americans and is a vital part of our economy, but has been sorely neglected in recent years. The liquidity drought in small caps has also been driven by the demise of an active, healthy small broker dealer market, and the extraordinary amount of regulation directed at small firms. For astute, long term investors, we continue to believe this dislocation may offer a disproportionate long term opportunity."
About Merriman Capital, Inc.
Merriman Capital, Inc. ("MC") is a full service investment bank and broker-dealer providing comprehensive advisory, fund raising and M&A services for fast growing public and private companies, and equity and options executions services to sophisticated investors. Founded in 2002, Merriman has completed over 500 capital market advisory assignments and equity related financings for public and private companies. The firm is a leader in providing entrepreneurial, independent investment banking teams with a compliant, flexible and highly collegial network, the Financial Entrepreneur Platform ("FEP"). Merriman Capital also facilitates capital formation through its proprietary digital network (http://www.digitalcapitalnetwork.com - the "DCN"), a private placement marketplace that enables highly targeted, diligent and compliant execution of transactions primarily targeted toward Family Offices.
Merriman Capital, Inc. is the wholly owned brokerage subsidiary of Merriman Holdings, Inc. (MERR). The Digital Capital Network, Inc. is a wholly owned subsidiary of Merriman Holdings, Inc. All securities are offered through Merriman Capital, Inc., a registered broker-dealer and member of The Financial Industry Regulatory Authority (FINRA) http://www.finra.org/ and the Securities Investor Protection Corporation (SIPC) http://www.sipc.org/.
Note to Investors
This press release contains certain forward-looking statements based on our current expectations, forecasts and assumptions that involve risks and uncertainties. This release does not constitute an offer to sell or a solicitation of offers to buy any securities of any entity. Forward-looking statements in this release are based on information available to us as of the date hereof. Our actual results may differ materially from those stated or implied in such forward-looking statements, due to risks and uncertainties associated with our business, which include the risk factors disclosed in our Form 10-K filed on March 31, 2015. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," and "would" or similar words. We assume no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise. The Form 10-K filed on March 31, 2015, together with this press release and the financial information contained herein, are available on our website, www.merrimanco.com. Please click on "Investor Relations."
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At Merriman:
Adriana Piltz
President
(646) 292-1424
apiltz@merrimanco.com
This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Merriman Holdings Inc. via Globenewswire
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