Swisher Hygiene Inc.
At the annual meeting of stockholders of Swisher Hygiene Inc., held on October 15, 2015, stockholders approved (i) the sale of Swisher Hygiene Inc.’s remaining operating business, and (ii) a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”). On November 2, 2015, the sale of the remaining operating business was completed and on April 8, 2016, the board of directors of Swisher Hygiene Inc. unanimously approved filing a Certificate of Dissolution on May 27, 2016.
On May 27, 2016, Swisher Hygiene Inc. filed its Certificate of Dissolution with the Secretary of State of the State of Delaware pursuant to the Plan of Dissolution. The effective time of the Certificate of Dissolution was 6:00 pm EDT on May 27, 2016 (the “Effective Time”). At the Effective Time, Swisher Hygiene Inc.’s transfer books were closed, and after the Effective Time, Swisher Hygiene Inc. will not record any further transfers of its common stock, except pursuant to the provisions of a deceased stockholder’s will, intestate succession or operation of law and Swisher Hygiene Inc. will not issue any new stock certificates, other than replacement certificates. Also, at the effective time, Swisher Hygiene Inc.’s common stock ceased trading on OTCQB.
Under Delaware law, the dissolved corporation is continued for three (3) years from the date on which the Certificate of Dissolution was filed with the Secretary of State of the State of Delaware, unless extended by direction of the Court of Chancery, to enable the Company’s directors to wind up the affairs of the Corporation, including the discharge of the Company’s liabilities and to distribute to the stockholders any remaining assets. No assurances can be made as to if or when any such distribution will be made, or the amount of any such distribution, if one is made. Any distribution, however, would be made to the Company’s stockholders of record as of the Final Record Date.
On February 6, 2018, Swisher Hygiene Inc. filed a Verified Petition for Dissolution (the “Petition”) in the Court of Chancery of the State of Delaware styled In re Swisher Hygiene Inc. C.A. No. 2018-0080-SG (Del.Ch.). The Petition was filed pursuant to the dissolution and claims process outlined in Section 280 of the General Corporation Law of the State of Delaware and is a further step in the Company’s dissolution and liquidation. Section 280 of the General Corporation Law of the State of Delaware and an order of the Court of Chancery in a now-dismissed action styled Viard v. Swisher Hygiene Inc., C.A. No. 2017-0431-SG, requires the Company to resolve the entire amount of its net assets in dissolution and seek court approval prior to any distribution to any creditors or stockholders.
Publicly available Company financial information and information updating the status of the Company’s dissolution and liquidation is filed by the Company on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”), and may be found by clicking “SEC Filings” on the “Financials & Filings” link on this website or by initiating a “Company Filings Search” under the Filings page on the SEC’s website, www.sec.gov.