Richardson, Texas, January 6, 2021— Vertical Computer Systems, Inc. (“Vertical” or “VCSY”) recently submitted an Offer of Settlement to the U.S. Securities and Exchange Commission (“SEC”) to resolve an administrative proceeding commenced by the SEC against Vertical on July 9, 2020. Vertical was notified on January 6, 2021 that the SEC accepted the Offer of Settlement.
Under the terms of settlement, Vertical consented to the entry of the SEC’s Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding Vertical (the “Order”).
On the basis of the SEC’s Order, the SEC found that Vertical had failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder because Vertical had not filed any periodic reports with the SEC since the period ended September 30, 2018.
The Order further provides for, pursuant to Section 12(j) of the Exchange Act, revocation of the registration of each class of Vertical’s securities registered pursuant to Exchange Act Section 12 (which had been Vertical’s common stock). The revocation became effective as of January 6, 2021. Consequently, since Vertical is no longer subject to SEC reporting requirements, Vertical is not obligated to file the delinquent annual Form 10-K Reports for 2018 and 2019 and the delinquent quarterly Form 10-Q Reports for 2019 and 2020.
Vertical will be seeking to meet the requirements for its common shares to be quoted on the OTC Markets through OTC Link ATS (“OTC Link”). In order to do so, Vertical will need to engage independent auditors, who will conduct an audit of Vertical’s last two fiscal years, file its audited financial statements and notes with the OTC Markets, submit an application to the OTC Markets, and find a market maker to quote VCSY common shares for trading on OTC Link. If Vertical’s common stock is quoted on OTC Link, Vertical will need to comply with OTC Link’s alternative reporting standards to keep current in its information on an ongoing basis, which will include providing periodic financial reporting and current event reports through the OTC Markets portal. While management intends to proceed as quickly as possible, Vertical cannot provide an estimate or timeline to accomplish these goals nor can it provide any assurance that Vertical will be successful in reaching these objectives.
“With the SEC’s acceptance of Vertical’s proposal to settle and the SEC Order, Vertical is on a more efficient and significantly more cost-effective path for its common stock to be quoted again on OTC Markets,” stated Len Chermack, CEO of VCSY. “We are eager to move forward as quickly as possible and appreciate the support of our shareholders through this unprecedented year.”
Forward looking statements disclosure: This release contains 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, which represent the Company's current estimates, expectations, projections or beliefs concerning future results, performance, prospects, opportunities and events. When used in this release, the words "expects," "plans," "anticipates," “predicts,” “intends,” “potential,” “continues,” “indicates,” “believes,” “forecast,” “guidance,” “outlook,” “projects, “estimates,” "may," "will," "should," “could,” “designed,” “seeks,” “targets” and similar expressions that denote expectations of future or conditional events rather than statements of fact are intended to identify forward-looking statements. Similarly, statements that describe the Company's strategies, objectives, plans or goals for, and potential results of, future operations, financial results, financial condition, business prospects, growth strategy and liquidity may also be forward-looking statements. All forward-looking statements in this release are based upon financial data, market assumptions, management’s current business plans and beliefs or current estimates of future trends and other information available to the Company only as of the time the statements are made, which may become out of date or incomplete. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement. Forward-looking statements in this press release include, but may not be limited to, statements regarding (i) SEC reporting requirements, (ii) Vertical seeking for its common shares to be quoted on the OTC Markets, (iii) engagement of independent auditors, (iv) filing of audited financial statements and notes with and submitting and completing an application with the OTC Markets, (v) finding a market maker to quote VCSY common shares for trading on OTC Link, (vi) compliance with OTC Link’s alternative reporting standards, (vii) management’s estimate or timeline to accomplish getting its common stock quoted on the OTC Markets and (viii) Vertical being on a more efficient and cost-effective path for its common stock to be quoted again on the OTC Markets. Except as required by applicable law, the Company does not intend and undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Vertical Computer Systems, Inc. (OTCQB:VCSY) is a provider of administrative software, Internet core technologies and derivative software application products. Vertical's subsidiary Now Solutions, Inc., distributes emPath™, a payroll and human resources software solution. Another subsidiary, Ploinks, Inc., has developed Ploinks®, a private communication channel. Vertical's primary Internet core technologies include the Private Communication Platform, SiteFlash™ and the Emily™ XML Scripting Language, which can be used to build web services.
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Vertical Computer Systems, Inc.
(833) 888-VCSY (8279)