Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
As previously disclosed, on April 25, 2022, Astrotech Corporation (the
"Company") notified the Listing Qualifications Department of the Nasdaq Stock
Market ("Nasdaq") of noncompliance with Nasdaq Listing Rules 5605(b)(1) and
5605(c)(2)(A), which require the Company to maintain a majority independent
board of directors and the audit committee to be comprised of a minimum of three
independent directors, respectively. Also, as previously disclosed, the Company
received a letter from Nasdaq on April 27, 2022, acknowledging the Company's
noncompliance and informing the Company of its entitlement to cure periods to
regain compliance with such Nasdaq listing rules. On June 27, 2022, the Company
received a letter from Nasdaq indicating that, based on the appointment of Jim
Becker to the Company's Board of Directors and Audit Committee thereof,
effective as of June 20, 2022, the Company had regained compliance with Nasdaq
Listing Rules 5605(b)(1) and 5605(c)(2)(A) and that the matter is now closed.
In addition, as previously disclosed, on December 21, 2021, the Company received
a deficiency letter from Nasdaq indicating that, based upon the closing bid
price of the Company's common stock over the preceding 30 consecutive business
days, the Company did not meet the minimum bid price of $1.00 per share (the
"Bid Price Requirement") required for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter indicated that the
Company had a period of 180 calendar days, or until June 20, 2022 (the "First
Compliance Period"), in which to regain compliance pursuant to Nasdaq Listing
Rule 5810(c)(3)(A) by having the Company's common stock meet a closing bid price
of at least $1.00 for a minimum of ten consecutive business days during the
First Compliance Period.
The Company determined that it would not be in compliance with the minimum Bid
Price Requirement by June 20, 2022. As a result, the Company notified Nasdaq and
applied for an extension of the compliance period, as permitted under the
original notification. In the application, the Company indicated that it met the
continued listing requirement for market value of publicly-held shares and all
other initial listing standards for the Nasdaq Capital Market, with the
exception of the minimum closing bid price requirement, and provided written
notice of its intention to cure the deficiency during the second compliance
period of an additional 180 days by effecting a reverse stock split, if
necessary. On June 27, 2022, the Company received notification from Nasdaq that
the date to achieve compliance has been extended an additional 180 days until
December 19, 2022 (the "Second Compliance Period"). The Company plans to
carefully assess potential actions to regain compliance during the Second
Compliance Period.
To regain compliance, the closing bid price of the Company's common stock must
be at least $1.00 per share for a minimum of ten consecutive business days
during the Second Compliance Period. If the Company fails to regain compliance
on or prior to December 19, 2022, the Company's stock will be delisted by
Nasdaq, unless the Company timely appeals for a hearing before a Nasdaq Hearings
Panel. The request for a hearing will stay any suspension or delisting action
pending the issuance of the decision of the Nasdaq Hearings Panel following the
hearing and the expiration of any additional extension granted by the Nasdaq
Hearings Panel.
There continues to be no immediate effect on the listing of the Company's common
stock, which continues to trade on The Nasdaq Capital Market under the symbol
"ASTC." However, there can be no assurance that the Company will be able to
regain compliance with the Bid Price Requirement under Nasdaq Listing Rule
5550(a)(2).
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