Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 19, 2022, Brickell Biotech, Inc. (the "Company") received a notice
(the "Notice") from the Listing Qualifications Department of the Nasdaq Stock
Market ("Nasdaq") stating that the previously disclosed departure of Dennison T.
Veru from the Company's Board of Directors (the "Board") resulted in
noncompliance with the independent director and audit committee requirements set
forth in Nasdaq Listing Rule 5605. More specifically, the Board currently is not
comprised of a majority of "independent directors" within the meaning of Nasdaq
Listing Rule 5605(a)(2), and the Board's Audit Committee does not have at least
three members, each of whom is independent and meets the criteria for
independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of
1934, as amended, as required by Nasdaq Listing Rule 5605(c)(2)(A). Currently,
the Board has two independent members and two non-independent members, and the
Audit Committee consists of the two independent members.
The Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and
5605(c)(4), Nasdaq will provide the Company a cure period in order to regain
compliance (i) until the earlier of the Company's next annual shareholders'
meeting or July 28, 2023, or (ii) if the next annual shareholders' meeting is
held before January 24, 2023, then the Company must evidence compliance no later
than January 24, 2023.
The Board will undertake to identify and select a suitable candidate or
candidates to join the Board who would both qualify as "independent" and meet
the audit committee criteria set forth in Nasdaq Listing Rule 5605. The Board
intends to regain compliance with the independent director and audit committee
requirements before the end of the cure period described above.
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