Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on August 25, 2021, Allena Pharmaceuticals, Inc. (the
"Company" or "Allena") received a letter from the Listing Qualifications
Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that, for the 30 consecutive business day period between July 14, 2021
through August 24, 2021, its common stock had not maintained a minimum closing
bid price of $1.00 per share (the "Minimum Bid Price Requirement") required for
continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing
Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided
an initial period of 180 calendar days, or until February 21, 2022, to regain
compliance with the Minimum Bid Price Requirement. On February 22, 2022 the
Company applied to transfer its securities to The Nasdaq Capital Market and
requested a second 180-day period to regain compliance with the Minimum Bid
Price Requirement. On February 24, 2022, Nasdaq approved the Company's request
for a second 180-day period, or until August 22, 2022, to regain compliance with
the Minimum Bid Price Requirement.
On August 23, 2022, the Company received a letter from the Staff indicating that
(i) the Company has not regained compliance with 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"). In the event the Company elects not to
request a hearing, trading of the Company's common stock will be suspended at
the opening of business on September 1, 2022 and a Form 25-NSE will be filed
with the Securities and Exchange Commission (the "SEC"), which will remove the
Company's securities from listing and registration on The Nasdaq Stock Market.
The Company has until 4:00 p.m. Eastern Time on August 30, 2022 to request a
hearing before the Panel at which hearing it can request continued listing
pending its return to compliance with the Minimum Bid Price Requirement.
Additionally, in order to be ultimately eligible for continued listing on The
Nasdaq Capital Market, the Company would need to meet all other requirements for
continued listing on The Nasdaq Capital Market. Any such hearing request would
stay the suspension of trading and delisting of the Company's common stock
pending the conclusion of the hearing process and the expiration of any
additional extension period granted by the Panel following the hearing. The
Company is considering whether to request a hearing while it evaluates all of
its available strategic alternatives, including a potential bankruptcy filing.
On August 4, 2022, the Company received stockholder approval to effect a reverse
stock split, to be effected at the discretion of the Company's board of
directors at any time prior to December 31, 2022. The Company has delayed
implementing the reverse stock split while it evaluates all of its available
strategic alternatives, including a potential bankruptcy filing. If implemented,
the Company expects that the reverse stock split, once effective, could enable
the Company to regain compliance with the Minimum Bid Price Requirement.
However, the Company may fail to meet other requirements for continued listing
on the Nasdaq Capital Market. The outcome of any Panel hearing, if requested, is
uncertain.
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 Allena's ability to request
a hearing before a Nasdaq Hearing Panel, and the outcome of any such hearing,
Allena's ability to implement the reverse stock split and satisfy the Minimum
Bid Price Requirement and Allena's ability to meet other requirements for
continued listing 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: market and other conditions, the
timing for completion of Allena's clinical trials of its product candidates,
risks associated with obtaining, maintaining and protecting intellectual
property; risks associated with Allena's ability to enforce its patents against
infringers and defend its patent portfolio against challenges from third
parties; the risk of competition from other companies developing products for
similar uses; risks associated with Allena's financial condition and its need to
obtain additional funding to support its business activities, including the
future clinical development of ALLN-346, and its ability to continue as a going
concern; risks associated with Allena's dependence on third parties; risks
related to the COVID-19 coronavirus; risks associated with Allena's ability to
identify and consummate financing and strategic alternatives that yield
additional value for shareholders; the timing, benefits and outcome of Allena's
strategic alternatives review process, including the determination of whether or
not to pursue or consummate any strategic alternative, the structure, terms and
specific risks and uncertainties associated with any potential strategic
transaction, potential disruptions in Allena's business and stock price as a
result of its exploration, review and pursuit of strategic alternatives or the
public announcement thereof and any decision or transaction resulting from such
review. For a discussion of other risks and uncertainties,
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and other important factors, any of which could cause Allena's actual results to
differ from those contained in the forward-looking statements, see the section
entitled "Risk Factors" in Allena'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 Allena'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 Allena undertakes no duty to
update this information unless required by law.
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