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Gleacher & Company, Inc. (OTC Pink:  GLCH) is a dissolved Delaware corporation that previously operated an investment banking business, providing corporate and institutional clients with strategic and financial advisory services, including merger and acquisition, restructuring, recapitalization, and strategic alternative analysis, as well as capital raising, research based investment analysis, and securities brokerage services.  At the Company’s 2014 Annual Meeting of Stockholders, stockholders approved the dissolution and liquidation of the Company pursuant to a plan of dissolution and liquidation (the “Plan”).  The Company is now engaged solely in winding up its business and paying or providing for its obligations.

 

On July 17, 2014, our shares of common stock were delisted from the Nasdaq Global Market, and the Company made a filing with the Securities and Exchange Commission (the “SEC”) to deregister its shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Deregistration  became effective 90 days after filing. Upon such filing, the Company’s obligations to file with the SEC periodic and current reports under the Exchange Act (that is, reports on Form 10-K, Form 10-Q and Form 8-K) were immediately and automatically suspended. The Company has not filed and does not intend to file any such reports voluntarily, and the Company is no longer subject to an annual external financial statement audit or quarterly reviews.  To inform its stockholders of important news, the Company intends to issue press releases and disclose other information, including unaudited financial information (in a form deemed appropriate by the Company), on a periodic basis (currently expected to be at least every 6 months or at such other times as is deemed appropriate, depending upon facts and circumstances existing at the time).

 

Pursuant to the Plan, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, effective as of 5:00 pm Eastern Daylight Time on July 28, 2014 (the “Effective Time”).  As of the Effective Time, the Company became a dissolved corporation. Concurrently with the Effective Time, the Company closed its stock transfer books and discontinued recording transfers of shares of its common stock. As a result, holders of shares of the Company’s common stock are no longer able to assign or otherwise transfer their shares, except for assignments by will, intestate succession or operation of law or transfers otherwise permitted under applicable law.  From time to time, securities brokers may make a market for beneficial interests in our common stock in the “over-the-counter” market. If so, there can be no assurance regarding the liquidity or duration of any such market.