EXICURE, INC. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on Form 8-K filed on
As a result, on
Effective at
There can be no assurance that the Company will regain compliance with the Bid Price Requirement, and that if the Company does not regain compliance with all Nasdaq listing standards and requests a hearing with the Panel, that the Panel will grant the Company's request for a suspension of delisting or continued listing on The Nasdaq Capital Market. In addition, in the event that the Company regains compliance with the Bid Price Requirement, there can be no assurance that the Company will be able to comply with Nasdaq's other listing standards.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment of Amended and Restated Certificate of Incorporation to Effect Reverse Stock Split
On
The Amendment provides that, at the effective time of the Amendment, every thirty (30) shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will effect all shares of the Company's common stock outstanding immediately prior to the effective time of the Amendment. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options, restricted share unit award and performance unit award issued by the Company and outstanding immediately prior to the effective time of the Amendment, which will result in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options, restricted share unit award and performance unit award, and, in the case of stock options, a proportionate increase in the exercise price of all such stock options. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the effective time of the Amendment will be reduced proportionately.
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No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder's percentage ownership of the Company's common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).
The Company's common stock will begin trading on The Nasdaq Capital Market on a
split-adjusted basis when the market opens on
The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended. All
statements in this Current Report on Form 8-K other than statements of
historical fact could be deemed forward looking including, but not limited to,
statements regarding the Company's ability to regain compliance with Nasdaq
listing rules or standards including its ability to regain compliance with the
Bid Price Requirement; the Company's belief that the implementation of the
reverse stock split will regain the Company's compliance with the Bid Price
Requirement; the Company's ability to be granted a hearing or any additional
compliance period by Nasdaq; following any such hearing, the Company's ability
to continue to list its common stock on The Nasdaq Capital Market; and the
Company's ability to obtain any relief from delisting as necessary from Nasdaq
or ultimately meet any applicable Nasdaq requirements for any such relief. Words
such as "plans," "expects," "will," "shall," "anticipates," "continue,"
"expand," "advance," "believes," "guidance," "target," "may," "remain,"
"project," "outlook," "intend," "estimate," "could," "should," and other words
and terms of similar meaning and expression are intended to identify
forward-looking statements, although not all forward-looking statements contain
such terms. The forward-looking statements in this Current Report on Form 8-K
speak only as of the date of this Current Report on Form 8-K, and the Company
undertakes no obligation to update these forward-looking statements.
Forward-looking statements are based on management's current beliefs and
assumptions that are subject to risks and uncertainties and are not guarantees
of future performance. Actual results could differ materially from those
contained in any forward-looking statement as a result of various factors,
including, without limitation: the risk that the reverse stock split may not
have the effect of increasing the trading price of the Company's common stock;
the Company may not be able to regain compliance with all Nasdaq continued
listing requirements including but not limited to the Bid Price Requirement;
market and other conditions; and the ongoing geographic, social and economic
impact of the ongoing COVID-19 pandemic on the Company's ability to conduct its
business and raise capital when and as needed. Given these risks and
uncertainties, you are cautioned not to place undue reliance on such
forward-looking statements. 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 titled "Risk Factors" in the Company's Quarterly Report on Form 10-Q
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation
of Exicure, Inc. , effective June 29, 2022 .
99.1 Press release of the Company dated June 29, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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