Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 14, 2022, Brickell Biotech, Inc. ("Brickell" or the "Company") received
a notice (the "Delisting Notice") from the Listing Qualifications Department of
the Nasdaq Stock Market ("Nasdaq") informing the Company that Nasdaq has
determined the Company did not regain compliance with the minimum closing bid
price requirement for continued listing on The Nasdaq Capital Market under
Nasdaq Listing Rule 5550(a)(2) (the "Rule") by June 13, 2022, the deadline to
regain compliance with the Rule pursuant to the notice the Company received from
Nasdaq on December 14, 2021 (the "Extension Notice"), and therefore the
Company's common stock will be delisted from The Nasdaq Capital Market. Nasdaq
indicated that it will suspend trading in the Company's common stock at the
opening of business on June 23, 2022, and file a Form 25-NSE with the Securities
and Exchange Commission, which will remove the Company's common stock from
listing and registration on Nasdaq, unless the Company appeals the delisting
determination by timely requesting a hearing as discussed further below.
As previously disclosed in the Current Reports on Form 8-K filed on June 17,
2021 and December 14, 2021 with the Securities and Exchange Commission, the
Company received a notice from Nasdaq on June 16, 2021 informing the Company
that because the closing bid price for the Company's common stock listed on
Nasdaq was below $1.00 per share for 30 consecutive business days, the Company
did not comply with the minimum closing bid price requirement for continued
listing on The Nasdaq Capital Market under the Rule. The Company initially had a
period of 180 calendar days, or until December 13, 2021, to regain compliance
with the Rule. The Company did not regain compliance with the Rule by such date,
and therefore, as required by Nasdaq, the Company previously proactively
notified Nasdaq of its intent to cure the deficiency and requested an additional
180 calendar day period to regain compliance with the Rule. On December 13,
2021, the Company received the Extension Notice, which granted the Company the
additional 180 calendar days, or until June 13, 2022, to regain compliance with
the Rule.
The Delisting Notice indicates that Nasdaq will suspend trading in the Company's
common stock and file a Form 25-NSE with the Securities and Exchange Commission
to remove the Company's common stock from listing and registration on Nasdaq
unless the Company appeals the delisting determination by requesting a hearing
before the Nasdaq Hearings Panel (the "Panel") by 4:00 p.m. Eastern Time on June
21, 2022. The Company intends to timely request a hearing and promptly provide
its plan to regain compliance with the Rule to the Panel.
The Company's request for a hearing will stay any suspension or delisting action
by Nasdaq pending the Panel's final decision.
The Company has scheduled a special stockholders meeting for June 30, 2022 to
ask, among other matters, the stockholders to vote to approve a reverse stock
split of the Company's outstanding common stock, at a reverse stock split ratio
ranging from any whole number between 1-for-10 and 1-for-45, subject to and as
determined by the Board of Directors (the "Reverse Stock Split"), with the goal
being that the Reverse Stock Split will result in the Company's common stock
regaining compliance with the Nasdaq minimum closing bid price requirement. The
special stockholders meeting is more fully described in the Company's Definitive
Proxy Statement filed with the Securities and Exchange Commission on June 9,
2022. However, there can be no assurance that the Company's stockholders will
approve the Reverse Stock Split or that the Reverse Stock Split will increase
the share price of the Company's common stock at or above the required $1.00 per
share, initially or in the future, or for any certain number of days. Further,
there can be no assurance that, even if the Company regains compliance with the
minimum closing bid price requirement by this action, it will occur in
sufficient time to satisfy the Panel or that the Panel will ultimately grant the
Company's request for continued listing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward-Looking Statements
Any statements made in this document and its attachment relating to future
financial, business, and/or research and clinical performance, conditions,
compliance with laws or listing requirements, plans, prospects, trends, or
strategies and other such matters, including without limitation, Brickell's
strategy; future operations; future financial position; future liquidity; future
revenue; the future anticipated Reverse Stock Split; territorial focus;
projected expenses; results of operations; the anticipated timing, scope,
design, progress, results, and/or reporting of data of ongoing and future
non-clinical and clinical trials; intellectual property rights, including the
acquisition, validity, term, and enforceability of such; the expected timing
and/or
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results of regulatory submissions and approvals; prospects for commercializing
any product candidates of Brickell or third parties, or research and/or
licensing collaborations with, or actions of, its partners, including in the
United States, Japan, South Korea, or any other country; and prospects for
regaining compliance with the Nasdaq minimum closing bid price requirement are
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. In addition, when or if used in this document and
its attachment, the words "may," "could," "should," "might," "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "predict," "potential,"
"will," evaluate," "advance," "excited," "aim," "strive," "help," "progress,"
"select," "initiate," "look forward," "promise," and similar expressions and
their variants, as they relate to Brickell or any of Brickell's partners, or
third parties, may identify forward-looking statements. Brickell cautions that
these forward-looking statements are subject to numerous assumptions, risks, and
uncertainties, which change over time, often quickly, and in unanticipated ways.
Important factors that may cause actual results to differ materially from the
results discussed in the forward-looking statements or historical experience
include risks and uncertainties, including without limitation, research results
and data that do not meet targets, expectations, or regulatory approval
requirements; ability to obtain adequate financing for product development,
regulatory submissions, and any commercialization; ability to acquire, maintain,
and enforce intellectual property rights; potential delays or alterations in
product development, trials of any type, and regulatory submission and reviews;
changes in law or policy; litigation; regulatory agency feedback or requests;
supply chain disruptions; unanticipated demands on cash resources; disruptions
and negative effects related to the COVID-19 pandemic and/or the conflict in
Ukraine; interruptions, disruption, or inability by Brickell, its partners or
third parties to obtain or supply research material, raw materials, and/or
product anywhere, or secure essential services, in the world; efforts to obtain
and retain adequate pricing and adequate reimbursement and other insurance
coverage for our products; the outcome of Brickell's current and planned
preclinical and clinical trials across our portfolio; Nasdaq and its Panel's
reactions to the Company's efforts to regain compliance with Nasdaq listing
requirements; and other risks associated with developing and obtaining
regulatory approval for, and commercializing, product candidates.
Further information on the factors and risks that could cause actual results to
differ from any forward-looking statements are contained in Brickell's filings
with the U.S. Securities and Exchange Commission, which are available at
https://www.sec.gov (or at https://www.brickellbio.com). The forward-looking
statements represent the estimates of Brickell as of the date hereof only.
Brickell specifically disclaims any duty or obligation to update forward-looking
statements.
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