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Tapinator, Inc. Files Form 15

02/28/2020

New York, NYFebruary 28, 2020 – Tapinator, Inc. (OTCQB: TAPM) (“Tapinator,” the “Company,” “we,” “our” or “us”), a developer and publisher of category leading apps for mobile platforms, with a focus on social casino games, today announced that it 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.

Upon the filing of the Form 15, Tapinator’s obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, was immediately suspended. Despite the filing of the Form 15, the Company expects that shareholders will be able to continue to trade the outstanding common shares of Tapinator, and the Company intends to maintain a public listing on the OTC Pink Sheets market or other platform as it may determine appropriate. The Company plans to disclose its financial statements on a quarterly and annual basis through the OTC Markets reporting service as an alternative reporting company. However, the Company cannot guarantee that trading in its common stock will continue on OTC Markets or any other forum.

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. For Tapinator, the annual costs of the various requirements of being a fully reporting company have well exceeded $200,000. For an emerging growth company such as ours, these costs can be prohibitive. Tapinator’s Board of Directors has decided to instead focus our time, energy and resources on continuing to develop Tapinator’s Category Leading Mobile Apps business at this time in the life-cycle of the company. Tapinator intends to file unaudited financial statements with OTC Markets shortly. When appropriate, Tapinator intends to return to SEC reporting status.

Tapinator’s management plans on utilizing the savings during this time to pursue the agenda for continuing to grow its social casino mobile applications, including our flagship products such as Video Poker Classic and Solitaire Derby, as well as new social casino products scheduled to launch this quarter. Tapinator management is dedicated to utilizing our existing resources to grow revenues, acquire new customers and proactively build the awareness of who we are and what we do. The Board of Directors has approved this action and believes it to be commercially reasonable 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 SEC reporting company, the burdens placed on Company management to comply with SEC reporting requirements, the lack of scale available in the current business to absorb the aforementioned costs and burdens, and the low trading volume in the Company's common stock. 

The Company has recently analyzed more than five years of historical trading data related to its common stock, and determined that there has been, in fact, a 5.2% decrease in average daily dollar volume recorded since the Company became an SEC reporting company in September 2018. Suspending the Company's SEC reporting obligations will allow it to reduce the substantial auditing, accounting and other expenses associated with reporting compliance and make those savings available for continued operation of the business. 

Citing adverse market conditions, Tapinator also announced that it has withdrawn its proposed public offering of common stock and warrants as filed on Form S-1 with the SEC and withdrawn its application for listing and registration of common stock and warrants on the Nasdaq Stock Market LLC as filed on Form 8-A with the SEC.

Tapinator values its shareholders and strives to constantly improve our communications with them. Tapinator intends to keep our shareholders informed as the business proceeds and events warrant. Tapinator currently intends to provide quarterly and future earnings releases and other press releases about the Company on the OTC Markets reporting service, its web site, http://tapinator.com/news, as well as through other distribution methods it may identify. We would like remind current and prospective investors that as of February 25, 2020, Tapinator had only 551,005 common shares outstanding, and only 259,367 shares held at DTC and cleared to trade.

 “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 to preserve, restore and enhance shareholder value,” said Tapinator President, Andrew Merkatz. “Despite our investor relations efforts, we do not believe that the Company’s market capitalization accurately reflects the value in our mobile games business.  Given what we believe to be a current mispricing of Tapinator’s market value, rather than continue to pursue financing scenarios that would likely be significantly dilutive to current shareholders, we instead intend for the time being to self-fund our operations and look forward to continuing our work toward profitability and providing periodic updates as we achieve meaningful milestones,” concluded Merkatz.

About Tapinator

Tapinator Inc. (OTCQB: TAPM) develops and publishes category leading apps for mobile platforms, with a focus on social casino games. Tapinator's library includes more than 300 titles that, collectively, have achieved over 500 million mobile downloads, including notable properties such as Video Poker Classic and Solitaire Derby. Tapinator generates revenues through the sale of branded advertising and via consumer transactions, including in-app purchases and subscriptions. Founded in 2013, Tapinator is headquartered in New York, with product development and marketing teams located in North America, Europe and Asia. Consumers can find high-quality mobile entertainment wherever they see the ‘T’ character logo, or at http://tapinator.com.

Forward Looking Statements

To the extent that statements contained in this press release are not descriptions of historical facts regarding Tapinator, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “goal,” “plan,” “feel,” "may," "will," "expect," "anticipate," "estimate," "intend," “target,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements include, among other things, our expectation that shareholders will be able to continue to trade the outstanding common shares of Tapinator, our intention to maintain a public listing on the OTC Pink Sheets market or other platform as it may determine appropriate, our plans to disclose our financial statements on a quarterly and annual basis through the OTC Markets reporting service as an alternative reporting company, our belief that the filing of the Form 15 will significantly reduce expenses associated with the preparation and filing of periodic reports with the SEC, our intention to return to SEC reporting status, our plans on utilizing the savings form the filing of the Form 15 to pursue the agenda for continuing to grow its social casino mobile applications, including our flagship products such as Video Poker Classic and Solitaire Derby, as well as new social casino products scheduled to launch this quarter and our intention for the time being to self-fund our operations. Forward-looking statements are subject to risks and uncertainties that could cause our future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Except as required by law, Tapinator undertakes no obligation to update or revise any forward-looking statements. The quoting and trading of the Company's common stock on the OTC Marketplace is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the Company's operations or business prospects. As a result, there may be volatility in the market price of the shares of the Company's common stock for reasons unrelated to operating performance. Moreover, the OTC Marketplace is not a stock exchange, and trading of securities on it is often more sporadic than trading of securities listed on a national securities exchange. Accordingly, stockholders may have difficulty reselling any of their shares. 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 the business of the Company, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q, including but not limited to the discussion under "Risk Factors" therein, which the Company filed with the SEC and may be viewed at http://www.sec.gov.

CONTACT:

Tapinator Investor Relations

investor.relations@tapinator.com

914.930.6232

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