Irvine Sensors Corporation Receives Notices Regarding Non Compliance with Nasdaq and Boston Stock Exchange Listing Requirements.COSTA MESA, Calif. -- Irvine Sensors Corporation (the "Company") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :IRSN IRSN Institut de Radioprotection et de Sûreté Nucléaire (French: Institute for Radioprotection and Nuclear Safety) IRSN International Road Safety News IRSN International Relations Student Network )(Boston Stock Exchange The Boston Stock Exchange (BSE) is a regional stock exchange located in Boston, Massachusetts. The third-oldest stock exchange in the United States, it was founded in 1834. On October 2nd, 2007 Nasdaq agreed to acquire BSE for $61 million. :ISC (1) (Internet Systems Consortium, Redwood City, CA www.isc.org) An organization founded by Paul Vixie, Carl Malamud and Rick Adams in 1994 and later sponsored by UUNET and other Internet companies. ) today announced that it received a Nasdaq Staff Determination (the "Staff Determination") on January 19, 2007 indicating that the Company is no longer in compliance with conditions for the continued listing of the Company's common stock on The Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under Nasdaq Marketplace Rule 4310(c)(14) as a result of the Company not filing its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the fiscal year ended October 1, 2006 (the "Form 10-K") with the Securities and Exchange Commission (the "SEC") by January 18, 2007. The Company received a similar notice from The Boston Stock Exchange under its rules. The Staff Determination also indicated that the Company's common stock is subject to delisting from The Nasdaq Capital Market Originally called the NASDAQ Small Cap Market, NASDAQ announced a name change to the NASDAQ Capital Market on September 27, 2005. [1] The NASDAQ Capital Market exists for securities of smaller, less-capitalized companies (small caps) that do not qualify for . The Company has determined to request a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance that the Panel will grant the Company's request for continued listing. Similarly, the notice from The Boston Stock Exchange indicated that the Company's common stock is subject to delisting from The Boston Stock Exchange. Irvine Sensors Corporation (www.irvine-sensors.com), headquartered in Costa Mesa, California Costa Mesa is a suburban middle class city in Orange County, California, United States. The population was 108,724 at the 2000 census. Since its incorporation in 1953, the city has grown from a semi-rural farming community of 16,840 to a suburban city with an economy based on , is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies, the manufacture and sale of optical systems and equipment for military applications through its Optex subsidiary and research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on the Company's current expectations, estimates and projections about the Company, management's beliefs, and certain assumptions made by the Company, and events beyond the Company's control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to the Company's ability to file its Form 10-K, the Company's inability to satisfy the listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. of The Nasdaq Stock Market and The Boston Stock Exchange and the possible delistment of the Company common stock from The Nasdaq Stock Market and The Boston Stock Exchange. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "likely," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results or the commitments made by the Company herein, and they are subject to risks, uncertainties and assumptions that could cause the Company's actual results to differ materially and adversely from those expressed in any forward-looking statement. The risks and uncertainties referred to above include, but are not limited to, the timing and resources of the Company's independent auditors and its internal accounting staff, the Securities and Exchange Commission's possible review of the Company's periodic reports, the outcome of the staff determination from The Nasdaq Stock Market and The Boston Stock Exchange to prohibit the continued listing of the Company's securities on The Nasdaq Capital Market and The Boston Stock Exchange, any unanticipated accounting charges or ambiguous accounting literature and such other factors described in the Company's filings with the Securities and Exchange Commission, including "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2006 and in the Company's other filings. The forward-looking statements in this notification speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason. |
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