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Merchandise 3.01 Discover of Delisting or Failure to Fulfill a Continued Itemizing Rule or
Commonplace; Switch of Itemizing.
As beforehand disclosed within the Present Report on Kind 8-Ok filed on
2022
Fee
the workers of
it was not in compliance with Nasdaq Itemizing Rule 5550(a)(2), because the closing bid
worth of the Firm’s widespread inventory was under
thirty (30) consecutive enterprise days (the “Bid Worth Requirement”). In
accordance with Nasdaq Itemizing Rule 5810(c)(3)(A), the Firm was granted a
180-calendar day compliance interval, or till
with the Bid Worth Requirement. To be able to have regained compliance, the
closing bid worth of the Firm’s widespread inventory would have needed to meet or exceed
180-calendar day grace interval. Throughout such compliance interval, the closing bid
worth of the Firm’s widespread inventory didn’t fulfill the Bid Worth Requirement.
Because of this, on
(the “Letter”) stating that the Firm has not regained compliance with the Bid
Worth Requirement through the compliance interval. The Letter additionally famous that the
Firm just isn’t eligible for a second 180-calendar day grace interval, because the
Firm doesn’t presently adjust to Nasdaq Itemizing Rule 5505(b), which
requires a minimal of
Nasdaq, amongst different Nasdaq itemizing standards. Pursuant to the Letter, until the
Firm requests a listening to to enchantment this willpower with a
Panel
widespread inventory will likely be delisted from The Nasdaq Capital Market, buying and selling of the
Firm’s widespread inventory will likely be suspended on the opening of enterprise on
2022
Firm’s widespread inventory from itemizing and registration on The Nasdaq Capital
Market. Whereas an enchantment course of is pending, the suspension of buying and selling of the
Firm’s widespread inventory could be stayed, and the Firm’s widespread inventory would
proceed to commerce on The Nasdaq Capital Market till the listening to course of
concludes and the Panel points a written choice.
Efficient at
a reverse inventory cut up of its widespread inventory at a ratio of one-for-thirty
(1-for-30) reverse inventory cut up of its excellent widespread inventory, as additional
mentioned beneath Merchandise 5.03 under, which the Firm hopes will help the Firm
in regaining compliance with the Bid Worth Requirement. The Firm plans to
well timed request a listening to earlier than the Panel. The Firm intends to watch the
closing bid worth for its widespread inventory, and can think about different obtainable
choices to resolve its non-compliance with the Bid Worth Requirement. Assuming
the Firm is ready to regain compliance with the Bid Worth Requirement previous to
or following the listening to, the Firm intends to request that the Nasdaq workers
verify the Firm’s compliance with the Bid Worth Requirement.
There may be no assurance that the Firm will regain compliance with the Bid
Worth Requirement, and that if the Firm doesn’t regain compliance with all
Nasdaq itemizing requirements and requests a listening to with the Panel, that the Panel
will grant the Firm’s request for a suspension of delisting or continued
itemizing on The Nasdaq Capital Market. As well as, within the occasion that the Firm
regains compliance with the Bid Worth Requirement, there may be no assurance
that the Firm will be capable to adjust to Nasdaq’s different itemizing requirements.
Merchandise 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
12 months.
(a) Modification of Amended and Restated Certificates of Incorporation to Impact
Reverse Inventory Cut up
On
and Restated Certificates of Incorporation (the “Modification”) with the Secretary
of State of the
inventory cut up of its excellent widespread inventory. The Modification will likely be efficient at
impact a reverse inventory cut up was authorised by the Firm’s stockholders on the
Firm’s 2022 Annual Assembly of Stockholders held on
particular one-for-thirty (1-for-30) reverse inventory cut up was subsequently authorised
by the Firm’s board of administrators on
The Modification supplies that, on the efficient time of the Modification, each
thirty (30) shares of the Firm’s issued and excellent widespread inventory will
routinely be mixed into one issued and excellent share of widespread inventory,
with none change in par worth per share. The reverse inventory cut up will impact
all shares of the Firm’s widespread inventory excellent instantly previous to the
efficient time of the Modification. On account of the reverse inventory cut up,
proportionate changes will likely be made to the per share train worth and/or
the variety of shares issuable upon the train or vesting of all inventory choices,
restricted share unit award and efficiency unit award issued by the Firm and
excellent instantly previous to the efficient time of the Modification, which is able to
end in a proportionate lower within the variety of shares of the Firm’s
widespread inventory reserved for issuance upon train or vesting of such inventory
choices, restricted share unit award and efficiency unit award, and, within the
case of inventory choices, a proportionate improve within the train worth of all
such inventory choices. As well as, the variety of shares reserved for issuance
beneath the Firm’s fairness compensation plans instantly previous to the efficient
time of the Modification will likely be decreased proportionately.
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No fractional shares will likely be issued on account of the reverse inventory cut up.
Stockholders of document who would in any other case be entitled to obtain a fractional
share will obtain a money fee in lieu thereof. The reverse inventory cut up will
have an effect on all stockholders proportionately and won’t have an effect on any stockholder’s
proportion possession of the Firm’s widespread inventory (besides to the extent that
the reverse inventory cut up ends in any stockholder proudly owning solely a fractional
share).
The Firm’s widespread inventory will start buying and selling on The Nasdaq Capital Market on a
split-adjusted foundation when the market opens on
CUSIP quantity for the Firm’s widespread inventory following the reverse inventory cut up is
30205M 200.
The foregoing description is certified in its entirety by the Modification, which
is filed as Exhibit 3.1 to this Present Report on Kind 8-Ok and is included
herein by reference.
Merchandise 8.01 Different Occasions.
On
the Reverse Inventory Cut up. A replica of the press launch is connected as Exhibit 99.1
to this Present Report on Kind 8-Ok.
Cautionary Be aware Relating to Ahead Trying Statements
This Present Report on Kind 8-Ok accommodates forward-looking statements throughout the
which means of the Non-public Securities Litigation Reform Act of 1995, as amended. All
statements on this Present Report on Kind 8-Ok aside from statements of
historic truth might be deemed ahead wanting together with, however not restricted to,
statements concerning the Firm’s potential to regain compliance with Nasdaq
itemizing guidelines or requirements together with its potential to regain compliance with the
Bid Worth Requirement; the Firm’s perception that the implementation of the
reverse inventory cut up will regain the Firm’s compliance with the Bid Worth
Requirement; the Firm’s potential to be granted a listening to or any extra
compliance interval by Nasdaq; following any such listening to, the Firm’s potential
to proceed to record its widespread inventory on The Nasdaq Capital Market; and the
Firm’s potential to acquire any reduction from delisting as essential from Nasdaq
or finally meet any relevant Nasdaq necessities for any such reduction. Phrases
corresponding to “plans,” “expects,” “will,” “shall,” “anticipates,” “proceed,”
“broaden,” “advance,” “believes,” “steering,” “goal,” “could,” “stay,”
“venture,” “outlook,” “intend,” “estimate,” “may,” “ought to,” and different phrases
and phrases of comparable which means and expression are supposed to determine
forward-looking statements, though not all forward-looking statements comprise
such phrases. The forward-looking statements on this Present Report on Kind 8-Ok
communicate solely as of the date of this Present Report on Kind 8-Ok, and the Firm
undertakes no obligation to replace these forward-looking statements.
Ahead-looking statements are based mostly on administration’s present beliefs and
assumptions which can be topic to dangers and uncertainties and will not be ensures
of future efficiency. Precise outcomes may differ materially from these
contained in any forward-looking assertion on account of numerous elements,
together with, with out limitation: the danger that the reverse inventory cut up could not
have the impact of accelerating the buying and selling worth of the Firm’s widespread inventory;
the Firm could not be capable to regain compliance with all Nasdaq continued
itemizing necessities together with however not restricted to the Bid Worth Requirement;
market and different circumstances; and the continuing geographic, social and financial
impression of the continuing COVID-19 pandemic on the Firm’s potential to conduct its
enterprise and lift capital when and as wanted. Given these dangers and
uncertainties, you’re cautioned to not place undue reliance on such
forward-looking statements. For a dialogue of different dangers and uncertainties,
and different vital elements, any of which may trigger the Firm’s precise
outcomes to vary from these contained within the forward-looking statements, see
the part titled “Danger Elements” within the Firm’s Quarterly Report on Kind 10-Q
filed with the
filings with the
Present Report on Kind 8-Ok is as of the date of the discharge, and the Firm
undertakes no responsibility to replace this data or to publicly announce the
outcomes of any revisions to any of such statements to mirror future occasions or
developments, besides as required by regulation.
Merchandise 9.01 Monetary Statements and Displays.
(d) Displays
Exhibit
No. Description
3.1 Certificates of Modification to Amended and Restated Certificates of Incorporation
of Exicure, Inc. , efficient June 29, 2022 .
99.1 Press launch of the Firm dated June 29, 2022 .
104 Cowl Web page Interactive Information File (embedded throughout the Inline XBRL doc).
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© Edgar On-line, supply
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