Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on August 23, 2022, Allena Pharmaceuticals, Inc. (the
"Company") received a letter from the Listing Qualifications Department of The
Nasdaq Stock Market LLC ("Nasdaq") indicating that (i) the Company has not
regained compliance with its requirement to maintain a minimum closing bid price
of $1.00 per share for the required period (the "Minimum Bid Price
Requirement"), and (ii) failure to regain compliance with the Minimum Bid Price
Requirement serves as a basis for delisting the Company's securities from The
Nasdaq Capital Market unless the Company timely requests a hearing before a
Nasdaq Hearings Panel (the "Panel").
On August 30, 2022, the Company requested a hearing before the Panel, which
temporarily stayed the suspension of trading and delisting of the Company's
common stock.
On September 2, 2022, after considering all strategic alternatives, the Company
filed a voluntary petition for relief under the provisions of Chapter 11 of
Title 11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware. The bankruptcy case is being administered under the
caption In re Allena Pharmaceuticals, Inc. (Case No. 22-10842).
In light of the Chapter 11 filing, the Company withdrew its request for a
hearing. On September 6, 2022, the Company received notice from Nasdaq that its
shares will be suspended at the open of business on September 8, 2022. Nasdaq is
expected to file a Form 25 Notification of Delisting with the Securities
Exchange Commission when all internal appeal periods have run.
Cautionary Information Regarding Trading in the Company's Securities.
The Company's securityholders are cautioned that trading in the Company's
securities during the pendency of the Chapter 11 cases is highly speculative and
poses substantial risks. Trading prices for the Company's securities may bear
little or no relationship to the actual recovery, if any, by holders thereof in
the Company's Chapter 11 case. As noted above, the Company currently expects
that the Chapter 11 filing will result in, among other things, the cancellation
or extinguishment of all outstanding shares of the Company's capital stock
without any payment or other distribution on account of those shares.
Accordingly, the Company urges extreme caution with respect to existing and
future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements concerning the outcome of the
Company's Chapter 11 filing and the listing of the Company's equity securities
on the Nasdaq Stock Market. Any forward-looking statements in this Current
Report on Form 8-K are based on management's current expectations of future
events and are subject to a number of risks and uncertainties that could cause
actual results to differ materially and adversely from those set forth in or
implied by such forward-looking statements. Additional risks and uncertainties
include, but are not limited to: the Company's Chapter 11 strategy; risks and
uncertainties associated with Chapter 11 proceedings generally; the negative
impacts on the Company's businesses as a result of filing for and operating
under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11
plan of reorganization for the Company's businesses; the adequacy of the capital
resources of the Company's businesses and the difficulty in forecasting the
liquidity requirements of the operations of its businesses; the unpredictability
of the Company's financial results while in Chapter 11 proceedings; the
Company's ability to discharge claims in Chapter 11 proceedings; negotiations
with the holders of the Company's indebtedness and its trade creditors and other
significant creditors; and risks associated with the Company's ability to
identify and consummate financing and strategic alternatives that yield
additional value for shareholders. For a discussion of other risks and
uncertainties, and other important factors, any of which could cause the
Company's actual results to differ from those contained in the forward-looking
statements, see the section entitled "Risk Factors" in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022, as well as discussions
of potential risks, uncertainties and other important factors in the Company's
subsequent filings with the Securities and Exchange Commission. All information
in this Current Report on Form 8-K is as of the date of the release, and the
Company undertakes no duty to update this information unless required by law.
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ALLENA PHARMACEUTICALS, INC. 
