UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On June 30, 2023, Ikena Oncology, Inc., a Delaware corporation (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) in response to a self-reported discovery and resolution of non-compliance with Listing Rule 5635(d). The letter notified the Company of the Staff’s determination that the Company had failed to comply with Listing Rule 5635(d), as well as the Staff’s determination that the Company had remediated the deficiency and regained compliance with Listing Rule 5635(d), and the matter is now closed, as further described herein.
Nasdaq’s notice has no effect on the listing of the Company’s Common Stock (as defined below) on The Nasdaq Global Market.
Listing Rule 5635(d) requires shareholder approval for certain transactions, other than public offerings, involving the issuance of 20% or more of the total pre-transaction voting shares outstanding at less than the applicable Minimum Price (as defined in Listing Rule 5635(d)(1)(A)). The Staff’s determination under Listing Rule 5635(d) relates to the offering and issuance by the Company of 6,110,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price of $6.550 per share, to certain investors in a underwritten registered offering (the “Offering”) that closed on May 17, 2023. The Offering was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2023.
The Company determined following the closing of the Offering that the Shares issued at the Closing of the Offering inadvertently exceeded 20% of the total pre-transaction voting shares outstanding. Once the Company identified this potential violation of Listing Rule 5635(d) and in order to remediate the error, the Company repurchased 97,500 shares of Common Stock, which amount exceeded the excess shares issued in violation of Listing Rule 5635(d), from an investor who participated in the Offering. The Company then self-reported the potential violation under Listing Rule 5635(d) to the Staff.
Accordingly, the Staff has determined, that the Company has regained compliance with Listing Rule 5635(d) and the matter is now closed
The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ikena Oncology, Inc. | ||||||
| Date: June 30, 2023 | By: | /s/ Mark Manfredi | ||||
| Mark Manfredi, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||