A growth-capital firm and holding company that backs young technology and healthcare businesses, lending them not just funding but hands-on help with management, strategy, and operations. It began in 1953 as the Lancaster Company, founded by Warren Musser and Frank Diamond to invest in small firms. The name came from an early star investment, Safeguard Industries, whose check-protecting machines punched dollar amounts into paper to "safeguard" checks—so successful it became the parent's namesake in 1981. Its early stake in a Tupelo cable venture was later sold to Ralph Roberts, who grew it into Comcast.
Safeguard Scientifics begins trading on OTCQX under symbol SFES on February 12, 2024.
Safeguard Scientifics, Inc. issued a press release on February 12, 2024, announcing its qualification to trade on the OTCQX Best Market.
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The company voluntarily transferred from Nasdaq to OTCQX and began trading under the symbol 'SFES' on February 12, 2024.
OTC Markets Group Inc. welcomed Safeguard Scientifics to OTCQX, noting the company meets high financial standards and corporate governance requirements.
Safeguard Scientifics is pursuing a strategy to value-maximize and monetize its ownership interests over a multi-year time frame.
The press release is attached as Exhibit 99.1 to the Form 8-K filed on February 12, 2024.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Safeguard Scientifics files Form 25 to voluntarily delist common stock from Nasdaq.
Trading is expected to be suspended on February 12, 2024, prior to market opening, ten days after the Form 25 filing.
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On February 2, 2024, Safeguard Scientifics, Inc. filed Form 25 with the SEC to voluntarily delist its common stock from Nasdaq.
The company intends to file Form 15 with the SEC to terminate registration under Section 12(g) of the Exchange Act, certifying fewer than 300 shareholders of record.
After delisting, trading may occur only in privately negotiated sales or potentially on an over-the-counter market, with expected quotation on OTC Markets Group Inc.
The delisting is part of a previously announced plan to deregister the common stock and monetize ownership interests over a multi-year period.
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Safeguard Scientifics to voluntarily delist from Nasdaq and deregister its common stock
The delisting is expected to occur ten days after the Form 25 filing, followed by a Form 15 filing to terminate registration under Section 12(g) of the Exchange Act.
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On January 22, 2024, Safeguard Scientifics notified Nasdaq of its intent to file Form 25 on February 2, 2024 to voluntarily delist its common stock.
The Board of Directors approved the delisting and deregistration plan on December 15, 2023.
The company expects its common stock to be quoted on an OTC Markets Group market, but no guarantee of a trading market exists.
On January 12, 2024, the company effected a 1-for-100 reverse stock split followed by a 100-for-1 forward stock split.
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Safeguard Scientifics appoints Mark Dow as CEO, CFO, and Secretary effective January 1, 2024.
Mark Dow of Rock Creek Advisors, LLC was appointed Chief Executive Officer, Chief Financial Officer, and Secretary effective January 1, 2024.
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Messrs. Salzman and Herndon ceased serving as executive officers as of December 31, 2023.
Rock Creek began consulting and advisory services for outsourced financial and operational functions on January 1, 2024.
Dow's compensation is included in fees paid to Rock Creek; no additional compensatory arrangements were made.
The company plans a 1-for-100 reverse stock split followed by a 100-for-1 forward split, effective around January 12, 2024, to facilitate delisting.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Safeguard Scientifics approves 1-for-100 reverse and 100-for-1 forward stock splits to go dark
The Board approved voluntary delisting from Nasdaq and deregistration under the Exchange Act, expecting to file Form 25 and then Form 15.
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Shareholders approved amendments to effect a reverse stock split of 1-for-100 followed by a forward stock split of 100-for-1.
A special cash dividend of $0.35 per share was declared, payable December 28, 2023 to shareholders of record on December 19, 2023.
The Company entered into a Services Agreement with Rock Creek Advisors, LLC for outsourced financial and operational services, with a monthly fee of $25,000 for the first year.
CEO Eric C. Salzman and CFO Mark Herndon will transition to temporary at-will employees at $400 per hour starting January 1, 2024, with certain termination benefits.
1.01 Entry into a Material Definitive Agreement · 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Safeguard Scientifics declares $0.35 per share special contingent cash dividend
On December 7, 2023, the Board of Directors declared a special cash dividend of $0.35 per share, payable on December 28, 2023, to shareholders of record as of December 19, 2023.
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The dividend is contingent on shareholder approval of stock splits and the company's plan to cease SEC registration and delist from Nasdaq.
The ex-dividend date is December 29, 2023, and shares will trade with due bills from the record date through the payment date.
The dividend is funded from excess cash, consistent with the company's strategy to return value to shareholders.
The company expects the dividend to be treated as a return of capital for U.S. federal tax purposes, subject to final determination.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Safeguard Scientifics CEO Eric Salzman to step down effective January 1, 2024
Eric Salzman will no longer serve as CEO starting January 1, 2024, per his employment agreement ending December 31, 2023.
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The company does not expect to enter a new employment agreement with Salzman or extend the current one.
Salzman is expected to provide consulting services to the company on an as-needed basis, with terms to be approved by the Board.
The Board plans to reduce its size to two members, with each director receiving a $75,000 annual cash retainer instead of equity grants.
The management changes are part of a plan to deregister the company's stock and delist from Nasdaq.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits