What is the Deregistration?
The Deregistration (sometimes referred to as “going dark”) involves the voluntarily delisting of the ADSs from NYSE and deregistration of the ADSs under the Exchange Act. After giving effect to the Deregistration, we will no longer be subject to any reporting requirements under the Exchange Act or those required by the listing standards of a national securities exchange, the provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), or the rules of the U.S. Securities and Exchange Commission (the “SEC”) applicable to reporting companies. We will, therefore, cease to file 20-Fs, 6-Ks and any other reports and documents with the SEC.
Last update on 2025-09-04 by mederer.
What is the reason that VIA optronics has decided to undertake the Deregistration?
VIA believes that the Deregistration and resulting suspension in its reporting obligations under SEC rules will be more economical for the company, taking into account the low liquidity of its ADSs and the high costs of maintaining the NYSE listing and SEC registration on an annual basis.
The Company further believes that the Deregistration, and consequently the suspension of its SEC reporting obligations, will enable the management team and employees to focus more on managing the Company’s business and strengthening relationships with customers and business partners.
Last update on 2025-09-04 by mederer.
What cost savings does the Company anticipate as a result of the Deregistration?
We anticipate substantial cost savings after effecting the Deregistration, primarily as a result of a reduction in professional fees of lawyers and accountants, a potential reduction in insurance premiums for our directors’ and executive officers’ liability insurance, and printing, mailing, and other costs that we incur to comply with SEC reporting and related requirements. Additionally, we expect to benefit significantly from the reduction in time spent by our management and employees complying with the requirements applicable to SEC reporting companies, which we believe will enable them to focus more on managing our business, pursuing our strategy and driving stockholder value.
Last update on 2025-09-04 by mederer.
After giving effect to the Deregistration, what information does the Company intend to provide to its stockholders?
We will provide information to shareholders in accordance with the Company's articles of association and the stock corporations law applicable to the Company, i.e German regulations such as the “Aktiengesetz”. However, at this time, we do not currently intend to make regular financial updates pursuant to SEC rules or US law available to our stockholders on a voluntary basis after giving effect to the Deregistration. In addition, we expect to issue press releases and/or other communications concerning material corporate events as and when they occur.
Last update on 2025-09-04 by mederer.
How will the Deregistration affect the Company’s ability to pursue its strategic objectives?
We believe that being a company not reporting according to SEC standards will not preclude opportunities to execute our strategy. On the contrary, we believe that we may have greater opportunity as a private company to access capital to fund the pursuit of our strategic objectives, in particular given the recent volatility and challenges in the public markets in the last several years. Furthermore, we believe the reduction in time spent by our management and employees complying with the requirements applicable to SEC reporting companies will enable them to focus more on managing our business and growing stockholder value, with a focus on long-term growth without an undue distraction by stock price movement.
Last update on 2025-09-04 by mederer.
What is the timeline for the Deregistration?
On April 19, 2024, the Company filed with the SEC a Form 25 relating to the delisting from NYSE of its ADSs. Unless the Form 25 is earlier withdrawn by VIA, the delisting of the ADSs will be effective 10 days after the filing of the Form 25. Accordingly, VIA anticipates that the last day of trading of the ADSs on the NYSE will be on April 29, 2024.
Following the delisting of its ADSs from NYSE and after the Company has made all necessary SEC filings, including its delayed annual report on Form 20-F for the year ended December 31, 2022, and is otherwise able to do so, the Company plans to file with the SEC a Form 15 to deregister its ADSs, and suspend its reporting obligations, under the Exchange Act.
Based on the closing price of ADSs on April 18, 2024, there is a substantial risk that NYSE will be required to suspend trading of the ADSs, prior to the effectiveness of our voluntary delisting , pursuant to Rule 802.01B of the NYSE Listed Company Manual because the Company could fail to meet the NYSE’s continued listing standard that requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days.
The Deregistration process is expected to take time, require filings and notifications, and compliance with certain requirements. VIA cannot provide assurances at this time as to whether or when these actions will be consummated.
Last update on 2025-09-04 by mederer.
How is deregistration different from delisting?
Delisting is withdrawing a class of securities from listing on a U.S. national securities exchange, such as the NYSE or Nasdaq. Deregistration is withdrawing a class of securities from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and/or the Exchange Act, as applicable, and terminating and/or suspending the Company’s SEC reporting obligations under the Exchange Act.
Last update on 2025-09-04 by mederer.
When will the Company cease filing the periodic and current reports required by the Exchange Act?
On April 19, 2024, we filed a Form 25 to delist our ADSs from NYSE, which will terminate the registration of our ADSs under Section 12(b) of the Exchange Act ten days thereafter. Assuming that we have filed our Form 20-F for the year ended December 31, 2022 with the SEC by such date, on or around April 29 , 2024, we intend to file a Form 15 with the SEC, at which time we anticipate that our obligations to file reports under the Exchange Act, including Form 20-F and Form 6-K reports will be suspended.
Last update on 2025-09-04 by mederer.
How does Deregistration affect the ADS’ holders’ rights?
Information coming up soon. Sorry for any inconvenience.
Last update on 2025-09-04 by mederer.
Who should investors contact in case of any queries regarding the delisting and deregistration process?
Last update on 2025-09-04 by mederer.
How does the Company intend to raise capital going forward, and how soon does it intend to do so?
The Company may need to raise additional capital from time to time. As such, the Company expects to evaluate market conditions and opportunities to raise capital in the private markets from time to time and as may be needed to support the Company’s operations and objectives. At this time, we cannot say with specificity what type of capital we may seek to raise or the timing thereof.
Last update on 2025-09-04 by mederer.
