OKLAHOMA CITY, Dec. 27, 2013 /PRNewswire/ -- Elephant Talk Communications Corp. (NYSE MKT: ETAK) (the "Company" or "Elephant Talk"), ( www.elephanttalk.com), a leading international provider of mobile proprietary Software Defined Network Architecture (Software DNA™) platforms and a market leader in providing cyber security solutions to counter electronic fraud in the cloud, announced today it has received a non-compliance notice from the NYSE MKT (the "Exchange"). The Company received the notice in connection with the resignation of Charles Levine from the Company's Board of Directors (the "Board") on December 18, 2013 and non-reelection of Phil Hickman to the Board at the Company's Annual Meeting of Stockholders on December 18, 2013. As a result, a majority of the directors on the Board are not independent as required under Section 802(a) of the NYSE MKT Company Guide and the Company's Audit Committee is no longer comprised of three independent members as required under Section 803(B)(2)(a) of the NYSE MKT Company Guide.
Mr. Steven van der Velden, Elephant Talk, Chairman and CEO, commented, "Our entire management team and board expresses gratitude for the valuable contributions Charles Levine and Phil Hickman made during their service to the Company. We are currently conducting due diligence of potential candidates to fill the current vacancies on the Board. We are evaluating candidates with relevant industry knowledge who can assist us in maximizing shareholder value."
The Company will have until the earlier of its next annual meeting of stockholders or December 18, 2014 to regain compliance (such earlier date, the "Compliance Date"). While not expected, if the Company were to hold its 2014 annual meeting of stockholders early (on or before June 16, 2014), then the Compliance Date would instead be June 16, 2014.The Exchange's notice has no immediate effect on the listing of the Company's common stock on the Exchange. The Company is identifying and evaluating candidates to fill its two independent director vacancies, with a focus on candidates who will represent the best interests of the Company's stockholders and who will also have relevant industry experience to contribute to the Board's strategic guidance of the Company. The Company expects to regain compliance with the continued listing standards no later than the Compliance Date.