Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 4, 2023, Surrozen, Inc. received a written notice from The Nasdaq
Stock Market, LLC ("Nasdaq") notifying us that on January 3, 2023, the average
closing price of our common stock over the prior 30 consecutive trading days had
fallen below $1.00 per share, which is the minimum average closing price
required to maintain listing on the Nasdaq Capital Market under Nasdaq Listing
Rule 5550(a)(2) (the "Minimum Bid Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days
to regain compliance with the Minimum Bid Requirement (the "Grace Period"),
subject to a potential 180 calendar day extension, as described below. To regain
compliance, the closing bid price of our common stock must be at least $1.00 per
share for a minimum of ten consecutive business days within the Grace Period.
If we do not achieve compliance with the Minimum Bid Requirement by July 3,
2023, the end of the Grace Period, we may be eligible for an additional 180
calendar day period to regain compliance. To qualify, we would be required to
meet the continued listing requirement for the market value of our publicly held
shares and all other Nasdaq initial listing standards, with the exception of the
bid price requirement, and would need to provide written notice of our intention
to cure the deficiency during the second compliance period. However, if it
appears to Nasdaq staff that we will not be able to cure the deficiency, or if
we do not meet the other listing standards, Nasdaq could provide notice that our
common stock will be subject to delisting. In the event we receive notice that
our common stock is being delisted, we would be entitled to appeal the
determination to a Nasdaq Listing Qualifications Panel and request a hearing.
We intend to actively monitor the closing bid price of our common stock and will
evaluate available options to regain compliance with the Minimum Bid
Requirement. There can be no assurance that we will be able to regain compliance
with the Minimum Bid Requirement or maintain compliance with the other listing
requirements. The notice has no immediate effect on the listing or trading of
our common stock, which will continue to be listed and traded on the Nasdaq
Capital Market, subject to our compliance with the other Nasdaq listing
requirements.
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