Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 25, 2022, ContraFect Corporation (the "Company") received a letter
(the "Nasdaq Staff Deficiency Letter") from The Nasdaq Stock Market LLC
("Nasdaq") 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 Capital Market under
Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided an initial period of 180 calendar days, or until February 21, 2023, to
regain compliance. The letter states that the Nasdaq staff will provide written
notification that the Company has achieved compliance with Rule 5550(a)(2) if at
any time before February 21, 2023, the bid price of the Company's common stock
closes at $1.00 per share or more for a minimum of ten consecutive business
days. The Nasdaq Staff Deficiency Letter has no immediate effect on the listing
or trading of the Company's common stock.
The Company intends to monitor the bid price of its common stock and consider
available options if its common stock does not trade at a level likely to result
in the Company regaining compliance with Nasdaq's minimum bid price rule by
February 21, 2023.
If the Company does not regain compliance with Rule 5550(a)(2) by February 21,
2023, 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, with the exception of the bid
price requirement, and would need to provide written notice of its intention to
cure the deficiency during the second compliance period, for example, by
effecting a reverse stock split, if necessary. However, if it appears to the
Nasdaq staff that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible, Nasdaq would notify the Company that its
securities would be subject to delisting. In the event of such a notification,
the Company may appeal the Nasdaq staff's determination to delist its
securities. There can be no assurance that the Company will be eligible for the
additional 180 calendar day compliance period, if applicable, or that the Nasdaq
staff would grant the Company's request for continued listing subsequent to any
delisting notification.
Forward-Looking Statements
This current report contains "forward-looking statements" within the meaning of
the U.S. federal securities laws. Forward-looking statements can be identified
by words such as "projects," "may," "will," "could," "would," "should,"
"believes," "expects," "anticipates," "estimates," "intends," "plans,"
"potential," "promise" or similar references to future periods. Examples of
forward-looking statements in this current report include, without limitation,
statements regarding the Company's intent to monitor the bid price of its common
stock and consider available options, including a reverse stock split; and the
Company's eligibility for an additional 180 calendar day compliance period.
Forward-looking statements are statements that are not historical facts, nor
assurances of future performance. Instead, they are based on the Company's
current beliefs, expectations and assumptions regarding the future of its
business, future plans, strategies, projections, anticipated events and trends,
the economy and other future conditions. Because forward-looking statements
relate to the future, they are subject to inherent risks and uncertainties, and
actual results may differ materially from those set forth in the forward-looking
statements. Important factors that could cause actual results to differ include,
without limitation, there can be no assurance that the Company will meet the bid
price requirement during any compliance period or otherwise in the future,
otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company
any relief from delisting as necessary or whether the Company can agree to or
ultimately meet applicable Nasdaq requirements for any such relief, that the
Company has and expects to continue to incur significant losses, the Company's
need for additional funding, which may not be available, the occurrence of any
adverse events related to the discovery, development and commercialization of
the Company's product candidates such as unfavorable clinical trial results,
insufficient supplies of drug products, lack of regulatory approval, or
unsuccessful attainment or maintenance of patent protection, and the other
important factors described under the caption "Risk Factors" in the Company's
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
(the "SEC") on August 15, 2022 and its other filings with the SEC. Any
forward-looking statement made by the Company in this current report is based
only on information currently available and speaks only as of the date on which
it is made. Except as required by applicable law, the Company expressly
disclaims any obligation to publicly update any forward-looking statements,
whether written or oral, that may be made from time to time, whether as a result
of new information, future developments or otherwise.
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