Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As described in Item 8.01 below, on May 20, 2022, the Board of Directors of
Genocea Biosciences, Inc. (the "Company") voted to wind down the Company's
ongoing operations. On May 23, 2022, the Company delivered formal notice to The
Nasdaq Stock Market, Inc. that the Company intends to voluntarily delist its
common stock, par value $0.001 per share (the "Common Stock"), from the Nasdaq
Capital Market ("Nasdaq"). The Company expects to file a Form 25 with the
Securities and Exchange Commission (the "SEC") on or about June 2, 2022, to
effect the voluntary delisting of the Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The delisting
will be effective on or about June 12, 2022, ten days after the filing of the
Form 25. Following the effectiveness of the delisting, the Company intends to
file a Form 15 with the SEC to suspend its Exchange Act reporting obligations.
Also, on May 23, 2022, the Company received a letter from the Nasdaq Listing
Qualifications department notifying the Company that it was not in compliance
with the requirement of Nasdaq Marketplace Rule 5450(a)(1) for continued
inclusion on The Nasdaq Capital Market as a result of the closing bid price for
the Company's common stock being below $1.00 for 30 consecutive business days.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Company's cessation of operations as described in Item
8.01 below, the employment of Thomas Davis, M.D., a named executive officer, was
terminated effective May 20, 2022.
Item 8.01 Other Events.
On May 20, 2022, the Board of Directors voted to wind down the Company's ongoing
operations. In connection with the cessation of activities, the employment of
the Company's remaining employees, with the exception of those employees deemed
necessary to complete an orderly wind down, will be terminated effective in May
and June 2022. As previously announced, the Company had initiated a process to
explore strategic alternatives to maximize shareholder value and had engaged
professional advisors, including an investment bank to act as a strategic
advisor in that process. The process did not result in the identification of any
viable going-concern transactions. Given the Company's limited remaining
resources, the Company cannot continue operations and believes that the only
alternative is an orderly wind-down process. The Company has hired an advisor to
assist in the wind-down process.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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