Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On November 27, 2019, Conatus Pharmaceuticals Inc. (the "Company") received approval from the Nasdaq Stock Market LLC ("Nasdaq") to transfer the listing of the Company's common stock from the Nasdaq Global Market to the Nasdaq Capital Market (the "Approval"). The Company's common stock will be transferred to the Nasdaq Capital Market effective as of the open of business on November 29, 2019, and will continue to trade under the symbol "CNAT." The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market and listed companies must meet certain financial requirements and comply with Nasdaq's corporate governance requirements.

As previously disclosed, on May 29, 2019, the Company received a letter from the Nasdaq staff indicating that, for the last thirty consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Company had a period of 180 calendar days, or until November 25, 2019, to regain compliance. On November 25, 2019, the Company filed an application to transfer the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market.

In connection with the Approval, the Company has been granted an additional 180-day grace period, until May 25, 2020, to regain compliance with the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5810(c)(3)(A). If compliance cannot be demonstrated by May 25, 2020, or the Company does not comply with the terms of this extension, the Nasdaq staff will provide written notification that the Company's securities will be delisted. In the event of such a notification, the Company may appeal the Nasdaq staff's determination to delist its securities, but there can be no assurance the Nasdaq staff would grant the Company's request for continued listing.

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