DALLAS, March 30, 2017 – Blue Calypso, Inc. (OTCQB: BCYP), an innovator of mobile consumer activation, engagement and social advocacy solutions for product brands and brick-and-mortar retailers, has filed a Form 15 with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to suspend its reporting obligations under Section 15(d) of the Exchange Act.
The Company expects that the termination of its duty to file reports with the SEC will become effective within 90 days. However, as a result of the filing of the Form 15, the Company’s reporting obligations with the SEC, including its obligation to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K are suspended immediately. The Company believes that the filing of the Form 15 will significantly reduce expenses associated with the preparation and filing of periodic reports with the SEC. The Company plans to evaluate whether to disclose its financial statements on a quarterly and annual basis through the OTC Markets reporting service.
The Company’s common stock is currently traded on the OTCQB, operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. The Company expects that its common stock will continue to be quoted on the OTCQB until its periodic reporting obligations under Section 15(d) of the Act are suspended, at which time the Company anticipates its common stock will be traded on OTC Pink Market, so long as market makers demonstrate an interest in trading in the Company’s common stock. However, there is no assurance that trading in the Company’s common stock will continue on the OTC Pink Market or on any other securities exchange or quotation medium.
The decision of the Company’s Board of Directors to deregister its common stock was based on the consideration of numerous factors, including the large costs of preparing and filing periodic reports with the SEC, the increased outside accounting, audit, legal and other costs and expenses associated with being a public reporting company, the burdens placed on Company management to comply with reporting requirements, and the low trading volume in the Company’s common stock. After deregistration of the Company’s common stock is effective, the Company will decide what level of reporting benefits the Company’s shareholders and its operations.
“After a thorough review by management and the board of directors, we have concluded that filing a Form 15 is the most expeditious path to cash flow neutral operations and ultimately to preserve shareholder value,” said Blue Calypso CEO, Andrew Levi. “Despite our investor relations efforts, we do not believe that the Company’s market capitalization accurately reflects the value in our intellectual property, disruptive KIOSentrix and POPTrak solutions and our current backlog. While a much slower than expected adoption of our technology and ad-tech platforms with leading U.S. retailers has impacted our success in growing revenue, we believe the market remains large and the need for solutions like ours to be significant, but will only be captured by those companies with the persistence and means to remain in pursuit.
“Starting in Q4 2016 and continuing through the first quarter of 2017, we have aggressively reduced our expenses which included significant cuts in sales, marketing, legal, public & investor relations expenses and a reduction in executive compensation. In fact, my cash compensation has been reduced to and will remain at $0 until certain milestones are achieved including strategic alternatives which we believe will accelerate the Company’s path to profitability. We look forward to continuing our work toward profitability and periodic updates as we achieve meaningful milestones,” concluded Levi.
About Blue Calypso, Inc.
Dallas-based Blue Calypso, Inc. (BCYP) develops and delivers an innovative location-centric mobile shopper engagement experience for brands, retailers and consumers. The Company’s KIOSentrix® platform connects consumers to brands, drives local in-store traffic, increases shopper spend and shortens the consumer’s path-to-purchase. The Company was recently selected to Retail CIO Outlook magazine’s “Top 10 Merchandising Solution Providers – 2016” and was named “Shopping Marketing Editors’ Choice” by the Path to Purchase Institute. For more information about the company, please visit www.bluecalypso.com.
Forward Looking Statements
Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of the Company to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “intends,” “anticipates,” “will,” or “plans” to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company’s reports filed with the Securities and Exchange Commission.
Managing Director – MZ North America