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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 22,
2017
OPEXA THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Texas
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001-33004
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76-0333165
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(State
or other jurisdiction ofincorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2635 Technology Forest Blvd., The Woodlands, Texas
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77381
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (281) 272-9331
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
3.01.
Notice
of Delisting or Failure to Satisfy Continued Listing Rule or
Standard; Transfer of Listing.
On May
16, 2017, Opexa Therapeutics, Inc. (the “Company”)
received a letter from the listing qualifications department staff
of the NASDAQ Stock Market (“NASDAQ”) notifying the
Company that the stockholders’ equity of $2,241,693 as
reported in the Company’s Quarterly Report on Form 10-Q for
the period ended March 31, 2017 was below the minimum
stockholders’ equity of $2,500,000 required for continued
listing on the NASDAQ Capital Market as set forth in NASDAQ listing
rule 5550(b)(1).
The
Company has been provided 45 calendar days, or until June 30, 2017,
to submit a plan to regain compliance with the minimum
stockholders’ equity standard. If the Company’s plan to
regain compliance is accepted, NASDAQ may grant an extension of up
to 180 calendar days from the date of the notification letter, or
until November 12, 2017, to evidence compliance with the minimum
stockholders’ equity standard.
While
the Company is exercising diligent efforts to maintain the listing
of its common stock on NASDAQ, and intends to timely provide NASDAQ
with its plan to regain compliance with the minimum
stockholders’ equity standard, there can be no assurance that
the plan will be accepted or that if it is the Company will be able
to regain or maintain compliance. If the Company’s plan to
regain compliance is not accepted or if it is and the Company does
not regain compliance by November 12, 2017, or if the Company fails
to satisfy another NASDAQ requirement for continued listing, NASDAQ
staff could provide notice that the Company’s common stock
will become subject to delisting. In such event, NASDAQ rules
permit the Company to appeal the decision to reject its proposed
compliance plan or any delisting determination to a NASDAQ Hearings
Panel.
As
previously disclosed in April 2017, the Company received a staff
deficiency letter from NASDAQ indicating that the Company’s
common stock failed to comply with the minimum bid price
requirement because it closed below the $1.00 minimum closing bid
price for 30 consecutive trading days. The Company
has been granted an 180-day grace period, or until October 9, 2017,
to regain compliance with NASDAQ’s minimum bid price
requirement (i.e., by the Company’s common stock maintaining
a closing bid price of $1.00 per share or more for a minimum of
10 consecutive business days during the additional grace
period, or such longer period of time as the NASDAQ staff may
require). The Company is actively monitoring the closing bid price
of its common stock and evaluating options to resolve the bid price
deficiency. However, there can be no assurance that the Company
will be able to regain or maintain compliance with the NASDAQ
listing standards.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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OPEXA THERAPEUTICS,
INC. |
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Dated:
May 22, 2017 |
By:
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/s/
Neil K.
Warma
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Neil K.
Warma |
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President, Chief
Executive Officer and
Acting
Chief Financial Officer
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