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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 14, 2022
 
Safeguard Scientifics, Inc.
(Exact Name of registrant as Specified in Charter)
 
 
Pennsylvania
1-5620
23-1609753
(State or other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer ID No.)
 
150 N. Radnor Chester Rd., STE F-200
Radnor, PA
19087
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 610-293-0600
 
Not applicable 

(Former Name or Former Address if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock ($.10 par value)
SFE
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
(d)
 
On October 14, 2022, Safeguard Scientifics, Inc. (“Safeguard”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the listing of its common stock, par value $0.10 per share (the “Common Stock”), from the New York Stock Exchange (“NYSE”) and transfer the listing to The Nasdaq Capital Market (“NASDAQ”). Safeguard expects that the listing and trading of its Common Stock on NYSE will end at market close on October 25, 2022, and that trading will begin on NASDAQ at market open on October 26, 2022.
 
The Common Stock has been approved for listing on NASDAQ where it will continue to trade under the stock ticker symbol “SFE.”
 
Item 7.01.
Regulation FD Disclosure.
 
Safeguard issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to NASDAQ.
 
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
104
Press Release of Safeguard Scientifics, Inc. dated October 14, 2022.
Cover Page Interactive Data File (formatted as Inline XBRL).
 
2

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Safeguard Scientifics, Inc.
 
       
       
Date: October 14, 2022
By:
/s/ G. Matthew Barnard
 
 
Name:
G. Matthew Barnard  
 
Title: 
General Counsel  
     
 
 
3

Exhibit 99.1

 

logo.jpg

 

SAFEGUARD SCIENTIFICS ANNOUNCES TRANSFER TO NASDAQ

 

SFE ticker symbol remains the same

 

 

Radnor, PA, October 14, 2022 – Safeguard Scientifics, Inc. (NYSE: SFE) today announced that it will transfer its common stock exchange listing from the New York Stock Exchange to the NASDAQ Capital Market (“NASDAQ”). Safeguard expects to commence trading as a NASDAQ-listed company upon market open on October 26, 2022. Safeguard’s common stock will continue to trade under the ticker symbol SFE.

 

“This transfer to NASDAQ will provide further cost savings for our shareholders and greater corporate flexibility as we pursue portfolio exits and value maximization strategies going forward,” commented Eric Salzman, Chief Executive Officer.

 

About Safeguard Scientifics

Historically, Safeguard Scientifics has provided capital and relevant expertise to fuel the growth of technology-driven businesses. Safeguard has a distinguished track record of fostering innovation and building market leaders that spans more than six decades. Safeguard is currently pursuing a focused strategy to value-maximize and monetize its ownership interests over a multi-year time frame to drive shareholder value. For more information, please visit www.safeguard.com.

 

Forward-looking Statements

Except for the historical information and discussions contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the federal securities laws. Our forward-looking statements are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding Safeguards ability to maximize the value of monetization opportunities of its ownership interests and drive total shareholder returns, Safeguards initiatives, including, without limitation, strategic transactions, taken or contemplated to enhance and unlock value for all of its shareholders, Safeguards efforts to execute on and implement its strategy to streamline its organizational structure, reduce its operating costs, pursue monetization opportunities for ownership interests and maximize the return of value to its shareholders, Safeguards ability to create, unlock, enhance and maximize shareholder value, the effect of Safeguards management succession plan on driving increased organizational effectiveness and efficiencies, the ability of the management team to execute Safeguards strategy, the availability of, the timing of, and the proceeds that may ultimately be derived from the monetization of ownership interests, Safeguards projections regarding the reduction in its ongoing operating expenses, Safeguards projections regarding annualized operating expenses and expected severance expenses, monetization opportunities for ownership interests, and the amount of net proceeds from the monetization of ownership interests that will enable the return of value to Safeguard shareholders after satisfying working capital needs and the timing of such return of value. Such forward-looking statements are not guarantees of future operational or financial performance and are based on current expectations that involve a number of uncertainties, risks and assumptions that are difficult to predict. Therefore, actual outcomes and/or results may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include, among others, our ability to make good decisions about the monetization of our ownership interests for maximum value or at all and the return of value to our shareholders, our ability to successfully execute on our strategy to streamline our organizational structure and align our cost structure to increase shareholder value, whether our strategy will better position us to focus our resources on the highest-return opportunities and deliver enhanced shareholder value, the ongoing support of our existing ownership interests, the fact that our companies may vary from period to period, challenges to achieving liquidity from our ownership interests, fluctuations in the market prices of our publicly traded holdings, if any, competition, our inability to obtain maximum value for our ownership interests, our ability to attract and retain qualified employees, market valuations in sectors in which our ownership interests operate, our inability to control our ownership interests, our need to manage our assets to avoid registration under the Investment Company Act of 1940, risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity that may adversely affect our business, and risks associated with our ownership interests, including the fact that most of our ownership interests have a limited operating history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which Safeguards companies operate, and other uncertainties described in our filings with the Securities and Exchange Commission. Many of these factors are beyond the Companys ability to predict or control. As a result of these and other factors, the Companys past operational and financial performance should not be relied on as an indication of future performance. Further information on the above risk factors and other potential factors that could affect our future business, operating results and financial condition is included in our Annual Report on Form 10-K for the year ended December 31, 2021 and other periodic filings with the Securities and Exchange Commission, including risks under the heading Risk Factors. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

 

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SAFEGUARD CONTACT:

Mark Herndon

Chief Financial Officer

(610) 975-4913

mherndon@safeguard.com