Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 28, 2021, Sarissa Capital Acquisition Corp. (the "Company") received a
notice from the Listing Qualifications Department of The Nasdaq Stock Market
("Nasdaq") indicating that as a result of the Company's failure to timely file
its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the
"Quarterly Report"), the Company no longer complies with the continued listing
requirements set forth in Nasdaq Listing Rule 5250(c)(1).
As disclosed in the Form 12b-25 filed with the Securities and Exchange
Commission (the "SEC") on May 17, 2021, the Quarterly Report was delayed due to
the Company's re-evaluation of the accounting treatment of its public and
private placement warrants and the impact of the "Staff Statement on Accounting
and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies", issued by the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the SEC on April 12, 2021 (the "Statement"), on
its financial statements for the fiscal year ended December 31, 2020 included in
the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 2021
(the "Form 10-K"). As previously reported in the Current Report on Form 8-K
filed by the Company on May 21, 2021, on May 19, 2021, the Company's management,
after consultation with the audit committee of the board of directors of the
Company, concluded that, in light of the Statement, it is appropriate to restate
the Company's previously issued (1) audited balance sheet, dated October 23,
2020, included in the Form 8-K that was filed on October 29, 2020, and (2) the
Company's audited financial statements for the year ended December 31, 2020, and
for the period from August 12, 2020 (inception) through December 31, 2020,
included in the Form 10-K (the "Relevant Periods"). The Company will file an
amendment to its Form 10-K, which will include the restated audited financial
statements for the Relevant Periods.
Under Nasdaq rules, the Company has 60 calendar days from the date of the notice
to submit a plan to regain compliance with Nasdaq's continued listing
requirements. If Nasdaq accepts the plan, Nasdaq can grant an exception of up to
180 calendar days from the filing due date, or until November 15, 2021, to
regain compliance. If Nasdaq does not accept the plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel.
As required by the Nasdaq rules, on May 28, 2021, the Company issued a press
release regarding the matters described in this Item 3.01. A copy of the press
release is included as Exhibit 99.1 to this Current Report and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number Description
99.1 - Press Release, dated May 28, 2021
104 - Cover Page Interactive Data File (formatted as Inline XBRL)
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