Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 28, 2022, Minerva Surgical, Inc. ("Minerva" or the "Company")
received written notice (the "Notice") from the Listing Qualifications
Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is
not in compliance with the minimum Market Value of Publicly Held Shares
("MVPHS") of $5,000,000 under the Nasdaq Listing Rules (the "Listing Rules").
Based on the Company's MVPHS for the last thirty-one (31) consecutive business
days from November 11, 2022 to December 27, 2022, the Company no longer meets
the minimum MVPHS requirement set forth in Listing Rule 5450(b)(1)(C). The
Notice is only a notification of deficiency and has no current effect on the
listing or trading of the Company's securities on the Nasdaq Global Market
subject to previous disclosures on Form 8-K. (See Form 8-K filed with the SEC on
November 2, 2022).
The Notice states that under Listing Rule 5810(c)(3)(D), the Company is provided
with a compliance period of 180 calendar days, or until June 23, 2023 to regain
compliance under the Listing Rules. To regain compliance under the Listing
Rules, the Company's MVPHS must close at $5,000,000 for a minimum of ten
(10) consecutive business days. In the event the Company does not regain
compliance by June 23, 2023, the Company may face delisting.
The Company intends to monitor its MVPHS between now and June 23, 2023, and to
evaluate its available options to regain compliance within the compliance
period.
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