AnalytixInsight Inc. (“AnalytixInsight”, or the “Company”) (TSX-V: ALY) today provides a default status report in accordance with the alternative information guidelines set out in National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”).
As disclosed by the Company in a press release dated May 3, 2024, the Company failed to file its audited financial statements for the year ended December 31, 2023 and the related Management’s Discussion and Analysis and the certifications related to such filings required from the Company’s chief executive officer and chief financial officer (collectively, the “Required Filings”) by the filing deadline of April 29, 2024 (the “Default”).
In anticipation of the Default, the Company previously applied to the Ontario Securities Commission (the “OSC”), as the Company’s principal regulator, for a temporary management cease trade order (“MCTO”) under NP 12-203. As stated in the Company’s press release dated April 23, 2024 (the “Default Announcement”), there was uncertainty regarding the Company’s decision-making, and such uncertainty had rendered the Company and its board of directors (the “Board”) unable to make the determinations necessary to complete the preparation of its financial statements for the year ended December 31, 2023, including in relation to certain disputed expense items, and to take the other actions necessary to finalize, approve and file the Required Filings by the filing deadline of April 29, 2024. The MCTO was issued by the OSC on May 1, 2024, and is expected to remain in effect until two business days after the Default is remedied. The MCTO prohibits trading in securities of the Company, whether direct or indirect, by certain specified parties including each of the Company’s directors and officers. The issuance of the MCTO does not generally affect the ability of persons who are not directors, officers or other insiders of AnalytixInsight to trade in securities of the Company.
The Company intends to continue to make every effort to complete the Required Filings as soon as possible. In that regard, a meeting of the Board was held on May 7, 2024 (the “May 7 Board Meeting”), at which matters necessitating approval of the Board related to the Required Filings were discussed, including in respect of the disputed expense items. At this meeting, it was also reported by the Company’s management that the Company faced a number of near-term liquidity issues, including that: (a) the Company’s cash reserves had been significantly depleted due to several unexpected payments, (b) the Company had been unable to pay certain of its employees and consultants for the month of May in accordance with their contracts, and (c) the Company’s revenues had declined significantly over the past year and an anticipated payment from MarketWall S.R.L. had not been received in early 2024 as expected, while its accrued payables had increased markedly. The Company learned that the payment from MarketWall S.R.L. would not be received at a shareholder meeting of MarketWall S.R.L. held on March 21, 2024.
In light of the Company’s financial condition as of the May 7 Board Meeting, and the restrictions imposed on the Board pursuant to the intended interim orders (the “Interim Orders”) of the Court made in connection with legal proceedings disclosed in the Company’s May 3, 2024 press release, the Board determined at its May 7, 2024 meeting to seek approval of the Court to pursue funding options as an activity that might be characterized as outside of the ordinary course of business. A Court appearance respecting such matter was held today and the Court authorized the Company to explore funding options, provided that any proposed steps arising from the exercise will be subject to Board and Court approval. There is no assurance that new funding will be available to the Company, on reasonable terms or at all. In the absence of new funding, the Company may not be able to continue as a going concern.
Earlier this week, the Company collected certain account receivables early and used a portion thereof to pay the final outstanding invoice of its auditor and other outstanding amounts due to its employees and consultants. Subject to the work of the Court-ordered inspector and any further determinations of the Court, the Company will continue to make every effort to be in a position to make the Required Filings on or prior to June 28, 2024.
The Company cautions that, if the Required Filings are not made by May 30, 2024, the Company may be unable to confirm its 2024 opening balances and, as a result, unable to file its interim financial statements for the three-month period ended March 31, 2024, and the related Management’s Discussion and Analysis and the certifications related to such filings required from the Company’s chief executive officer and chief financial officer, by the applicable filing deadline for the Q1 2024 financial reporting of May 30, 2024.
Other than as set out herein, the Company confirms that (a) there have been no changes to the information contained in the Default Announcement that would reasonably be expected to be material to an investor, (b) the Company believes that there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines under NP 12-203, (c) there is no anticipated specified default (as such term is defined in NP 12-203) subsequent to the Default, and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Should the Company fail to make the Required Filings on or before June 28, 2024, the OSC may impose a cease trade order that all trading in securities of the Company cease for such period of time as the OSC may deem appropriate.
For more information about the Interim Orders, please refer to the Company’s press release dated May 3, 2024, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.
The Company intends to continue to comply with the alternative information guidelines set out in NP 12‑203 until the Required Filings are made, including by issuing bi-weekly default status reports in the form of further news releases.
The issuance of this news release has been approved by the Board, and more specifically Messrs. Veeravalli (independent), Kadar (independent), and Gardner (independent).
About AnalytixInsight Inc.
AnalytixInsight is a data analytics and enterprise software solutions provider. AnalytixInsight develops and markets cloud-based platforms providing financial content, company analysis and stock research solutions to the financial services industry. AnalytixInsight holds a 49% interest in MarketWall S.R.L., a developer of fintech solutions for financial institutions in Italy.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release constitute “forward-looking information” within the meaning of applicable securities laws and the respective policies, regulations and rules under such laws (“forward-looking statements”). These forward-looking statements generally are identified by words such as “anticipate”, “expect”, “intend”, “will” and similar expressions, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to, statements regarding: (a) the completion and filing of the Required Filings and the expected timeframe for doing so; (b) the Interim Orders and the anticipated consequences thereof; (c) the duration of the MCTO and the potential imposition of a cease trade order that all trading in securities of the Company cease for such period of time as the OSC may deem appropriate; (d) the availability or suitability of potential funding options to address the Company’s funding needs and the intention to seek Court approval to pursue funding options; and (e) the timeframe for the completion of the audit of the Company’s annual financial statements for the year ended December 31, 2023. Although the Company believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this news release including, without limitation, the risk that the issues to be addressed by the Interim Orders and the Court-ordered inspector are not resolved in a timely manner or at all, the risk that the Company may not be able to make the Required Filings within the anticipated timeframe or at all, the risk that the Court-ordered inspector, or the audit of the Company’s 2023 financial statements, may uncover additional issues and/or may not be completed in a timely manner or at all, the risk that funding options are not available to the Company, on reasonable terms or at all, to address its funding needs, the risk that the OSC imposes a cease trade order that all trading in securities of the Company cease for such period of time as the OSC may deem appropriate and the risk of further Court proceedings and the impact thereof. Additionally, there are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary note. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable laws.
Regulatory Statements
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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