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Zanett To Voluntarily Delist From NASDAQ; Management Cites Material Facts & Exchange Notices

Stocks in this article: ZANE

NEW YORK, Sept. 28, 2011 /PRNewswire/ -- Zanett, Inc. (NASDAQ: ZANE) (the "Company"), a leading consulting firm specializing in business processes and information technology, today announced it has decided to voluntarily delist from The NASDAQ Stock Market ("NASDAQ").

Voluntary delistment

Pursuant to NASDAQ Listing Rule 5840(j), Zanett, Inc. (NASDAQ: ZANE) has elected to voluntarily delist its shares of common stock from NASDAQ.

Material facts relating to voluntary delistment

Recently, and after much discussion and deliberation, the Board of Directors unanimously approved a resolution authorizing Zanett to voluntarily delist from NASDAQ.  Material facts related to this important decision include the size of Company revenues, the increasing number of complex rules and regulations designed for large corporations, but enacted on small companies nonetheless, the person-hours related to the compliance with such rules and regulations, the large and constantly increasing annual costs related to such accounting, legal, and compliance related issues, and the large amount of Management mental capital related to public company compliance and requirements.

NASDAQ letters and notices to Zanett

On or about July 6, 2011, Zanett received a letter from NASDAQ notifying the Company that the bid price per share for the Company's common stock has closed below the $1.00 minimum bid price requirement for 30 consecutive trading days and that, as a result, the Company no longer meets The NASDAQ Capital Market's minimum bid price requirement for continued listing set forth in Marketplace Rule 5550(a)(2).  At the time of the receipt of the letter, no breach of any other listing requirement was listed in the letter.  Pursuant to Marketplace Rule 5810(c)(3)(A), the Company had 180 calendar days, or until January 3, 2012, to regain compliance with the rule.  To regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must close above $1.00 for a minimum of ten consecutive trading days.  Furthermore, the letter also states that in certain circumstances, the NASDAQ staff has the discretion to require compliance for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days.  The 180-day compliance period relates exclusively to the Company's bid price deficiency. The Company may be delisted during the 180-day period for failure to maintain compliance with any other listing requirement which occurs during this period.  

On or about August 22, 2011, Zanett received a non-compliance notice from NASDAQ stating that the company was not in compliance with NASDAQ Listing Rule 5250(c)(1) because the company has not timely filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011. The NASDAQ letter stated that the company has until October 16, 2011, to submit a plan to regain compliance.  The Company's current intention is to endeavour to comply with such request for eventual filing of the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011.

Alternate exchange

Zanett's management current intention is to endeavour to register the Company common stock on an alternate exchange, if available and cost effective.

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