American Marconi Wireless News - Odyssey Semiconductor Announces Liquidation Distribution

The Company has determined that the Distribution will likely be the only, and final, liquidating distribution of the Company and expects the Distribution to be paid on or about December 23, 2024, to such holders of common stock of the Company as of the record date of August 19, 2024. Pursuant to the Company's plan of complete liquidation, dissolution and distribution of assets (the "Plan of Liquidation"), approved by the stockholders in the June 3, 2024 special meeting, the Distribution will result in the complete redemption and cancellation of all of the outstanding capital stock of the Company.

As previously announced by the Company on July 31, 2024, and pursuant to the Plan of Liquidation, the Company has set August 19, 2024 as the final record date for any liquidating distribution (the "Final Record Date"), and has filed its certificate of dissolution with the Delaware Secretary of State and closed its securities transfer book on the Final Record Date.

Pursuant to the Plan of Liquidation and under Delaware law, following the Company's filing of its Certificate of Dissolution on August 19, 2024, and subject to applicable law, each holder of shares of Common Stock shall cease to have any rights in respect thereof, except the right to receive any distributions, including the Distribution. Certificates representing shares of Common Stock will not be assignable or transferable on the books of the Company except by will, intestate succession, or operation of law.

As of December 17, 2024, the Company has a cash balance of approximately $1.837 million. At the Board of Directors' discretion, after payment of $0.11 per share of common stock, or $1,606,096.91 in total for the Distribution, the Company has reserved cash of approximately $61,000 for payments for federal and state tax liabilities and related expenses, and $169,000 for legal and other third-party dissolution expenses and both accrued and anticipated obligations.

Following the Distribution, the Company will file a verified petition with the Delaware Court of Chancery to seek a court order to determine the amount of cash reserves, if any, to be set aside as a security to address any potential claims, if any, that may arise against the Company.

The Company has previously followed the statutory process under Section 280 and 281(a) of Delaware General Corporation Law and published notices in a major newspaper in Ithaca, New York, and New Castle County, Delaware, respectively, for two consecutive weeks, to provide notice to any other potential claimants to present any claims within a 60-day window. At the expiration of the 60-day window, on November 27, 2024, no claims against the company were made. The Court may now, at its discretion, order such amount of security to be posted by the Company for a period of five years and direct that the Company shall continue through the term of three years or more following the Record Date in order to complete the settlement, dissolution and winding-up of the Company's business, properties, liabilities and claims. However, the Company does not expect the proceedings to result in any further distributions to stockholders

WHERE TO FIND MORE INFORMATION
Any statements made in this press release relating to future financial, business, conditions, plans, prospects, impacts, shifts, trends, progress, or strategies and other such matters, including without limitation, Odyssey's dissolution pursuant to its the Plan of Liquidation, the timing of filing of the Certificate of Dissolution, the amount, number, and timing of any liquidating distributions, if any, to its stockholders, the amount of reserves, and similar statements, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In addition, when or if used in this press release, the words "may," "could," "should," "might," "show," "adjourn," "hold," "approve," "receive," "determine," "file," "describe," "entitle," "present," "solicit," "continue," "conduct," "reduce," "report," "seek," "conserve," "distribute," "dissolve," "encourage," "discontinue," "terminate," "wind down," "additional," "announce," "anticipate," "believe," "sufficient," "estimate," "expect," "intend," "plan," "potential," "will," "evaluate," "aim," "meet," "support," "look forward," "develop," "promise," "provide," "necessary," "appropriate," "affirmative," "opportunity," "reduce," "suggest," and similar expressions and their variants, as they relate to Odyssey or any of Odyssey's partners, or third parties, may identify forward-looking statements. Odyssey cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, often quickly, and in unanticipated ways. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include; the amount of proceeds that might be realized from the sale or other disposition of any remaining Odyssey assets; the application of, and any changes in, applicable tax and other laws, regulations, administrative practices, principles and interpretations; the ability of the Odyssey Board to abandon, modify or delay implementation of the proposed Dissolution even after stockholder approval; the Company's ability to settle, make reasonable provision for or otherwise resolve its liabilities and obligations, including the establishment of an adequate contingency reserve; and the uncertain macroeconomic and political environment.

Forward-looking statements should not be relied upon as representing Odyssey's views as of any date subsequent to the date hereof. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Odyssey's business in general, see the "Risk Factors" section of the proxy statement that the Company mailed and distributed to its stockholders in connection with the special meeting of June 3, 2024, and any other reports Odyssey files with the Securities and Exchange Commission, including the Press Release and Current Report on Form 8-k filed on July 31, 2024.

Contact Us
Rick Brown, CEO
[email protected]

SOURCE: Odyssey Semiconductor Technologies, Inc.

O.Norris--AMWN