Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, on September 29, 2022, NeuBase Therapeutics, Inc. (the
"Company") received a letter (the "Notice") from The Nasdaq Stock Market
("Nasdaq") notifying the Company that, because the closing bid price for its
common stock had been below $1.00 per share for 30 consecutive business days, it
no longer complied with the minimum bid price requirement for continued listing
on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum bid price of $1.00 per share (the "Minimum Bid
Price Requirement"), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet the Minimum Bid Price Requirement exists if the deficiency
continues for a period of 30 consecutive business days. Pursuant to Nasdaq
Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance
period of 180 calendar days, or until March 28, 2023 to regain compliance with
the Minimum Bid Price Requirement.
On March 29, 2023, Nasdaq notified the Company in writing that while the Company
had not regained compliance with the Minimum Bid Price Requirement, it was
eligible for an additional 180 calendar day period, or until September 25, 2023,
to regain compliance with the Minimum Bid Price Requirement. Nasdaq's
determination was based on the Company having met the continued listing
requirement for market value of publicly held shares and all other applicable
requirements for initial listing on The Nasdaq Capital Market, with the
exception of the Minimum Bid Price Requirement, and on the Company's written
notice to Nasdaq of its intention to cure the deficiency during the second
compliance period, including by effecting a reverse stock split, if necessary.
If at any time during this additional time period the closing bid price of the
Company's common stock is at least $1.00 per share for a minimum of 10
consecutive business days, Nasdaq will provide written confirmation of
compliance and the matter will be closed. During the additional compliance
period, the Company's shares of common stock will continue to be listed and
traded on The Nasdaq Capital Market.
If the Company does not demonstrate compliance by September 25, 2023, Nasdaq
will provide written notice that the Company's common stock will be delisted, at
which point the Company may appeal Nasdaq's determination to a Hearings Panel.
The Company would remain listed on Nasdaq pending the Hearings Panel's decision.
There can be no assurance that, in the event the Company does not regain
compliance within the requisite time period and the Company appeals the
delisting determination by Nasdaq to the Hearings Panel, such appeal would be
successful.
The Company intends to actively monitor the bid price for its common stock
between now and September 25, 2023 and will consider available options to regain
compliance with the Minimum Bid Price Requirement, including the implementation
of a reverse stock split, if necessary. There can be no assurance that the
Company will be able to regain compliance with the Minimum Bid Price Requirement
or that the Company will otherwise be in compliance with the other listing
standards for The Nasdaq Capital Market.
Forward-Looking Statements
Except for the factual statements made herein, information contained in this
Current Report on Form 8-K consists of forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks, uncertainties and assumptions that are difficult to predict. Words and
expressions reflecting optimism, satisfaction or disappointment with current
prospects or future events, as well as words such as "believes," "intends,"
"expects," "plans" and similar expressions, or the use of future tense, identify
forward-looking statements, but their absence does not mean that a statement is
not forward-looking. Such forward-looking statements are not guarantees of
performance and actual actions or events could differ materially from those
contained in such statements. For example, there can be no assurance that the
Company will meet the Minimum Bid Price Requirement during any compliance period
or otherwise in the future, otherwise meet Nasdaq compliance standards, or that
Nasdaq will grant the Company any relief from delisting as necessary or whether
the Company can agree to or ultimately meet applicable Nasdaq requirements for
any such relief. Reference is also made to other factors detailed from time to
time in the Company's periodic reports filed with the Securities and Exchange
Commission, including the Company's most recent Annual Report on Form 10-K and
any subsequent Quarterly Reports on Form 10-Q. The forward-looking statements
contained 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 assumes no obligation to publicly
update any forward-looking statements to reflect changes in information, events
or circumstances after the date of this Current Report on Form 8-K, unless
required by law.
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