Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On January 8, 2019, Cyclacel Pharmaceuticals, Inc. (the "Company") received a
written notification from The NASDAQ Stock Market LLC ("NASDAQ") indicating that
the Company was not in compliance with NASDAQ Listing Rule 5550(a)(2) because
the minimum bid price of the Company's shares of common stock was below $1.00
per share for the previous 30 consecutive business days.
Pursuant to the NASDAQ Listing Rule 5810(c)(3)(A), the Company has been granted
a 180-calendar day compliance period, or until July 7, 2019, to regain
compliance with the minimum bid price requirement. During the compliance period,
the Company's shares of common stock will continue to be listed and traded on
The NASDAQ Capital Market. To regain compliance, the closing bid price of the
Company's shares of common stock must meet or exceed $1.00 per share for at
least ten consecutive business days during this 180-day grace period.
If the Company is not in compliance by July 7, 2019, the Company may be eligible
for an additional 180-calendar day compliance period. To qualify, the Company
would be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The NASDAQ
Capital Market, except for the minimum bid price. In addition, the Company would
be required to notify NASDAQ of its intent to cure the minimum bid price
deficiency by effecting a reverse stock split, if necessary.
If the Company does not regain compliance within the allotted compliance
period(s), including any extensions that may be granted by NASDAQ, NASDAQ will
provide notice that the Company's shares of common stock will be subject to
delisting. The Company would then be entitled to appeal NASDAQ's determination
to a NASDAQ Hearings Panel and request a hearing.
The Company intends to consider available options to resolve the noncompliance
with the minimum bid price requirement. No determination regarding the Company's
response has been made at this time. There can be no assurance that the Company
will be able to regain compliance with the minimum bid price requirement or will
otherwise be in compliance with other NASDAQ listing criteria.
Certain statements in this Current Report on Form 8-K constitute forward-looking
statements that involve a number of known and unknown risks, uncertainties and
other factors that may cause such forward-looking statements not to be realized.
Factors that could cause actual results to differ materially from the
forward-looking statements include changes to the listing standards, policies
and procedures of the NASDAQ Capital Market, fluctuations in the Company's
general financial and operating results, changes in the Company's liquidity and
capital resources, declines in the market price of the Company's shares of
common stock, changes in the capital markets, competition, and general and
industry-specific economic conditions. We believe these factors include but are
not limited to those described under "Risk Factors" in our Annual Report on Form
10-K, as such factors may be updated from time to time in our periodic filings
with the Securities and Exchange Commission (the "SEC"), which are accessible on
the SEC's website at www.sec.gov. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included in this Current Report on Form 8-K, our Annual
Report on Form 10-K and other filings with the SEC. We undertake no obligation
to publicly update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise.
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