UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
Commission File No.
(Exact name of small business issuer as specified in its charter)
| ||
(State or other jurisdiction of |
| (I.R.S. Employer |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Issuer’s telephone number, including area code)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| The |
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. ☐
w
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Introductory Note: This Current Report on Form 8-K is being filed to report the receipt of the letter referred to herein as the “Continued Listing Letter.” Other disclosure has been provided to place the Continued Listing Letter in context. Most importantly, as described below, the request by Soligenix, Inc. (the “Company”) for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”) has been granted, subject to the conditions described below.
As previously reported, on December 20, 2022, the Company received written notice (the “Notice”) from Nasdaq stating that the Company had not complied with Nasdaq Listing Rule 5450(a)(1), requiring the Company’s common stock to maintain a minimum closing bid price of $1.00 for 30 consecutive trading days (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5550(b)(1), requiring the Company to maintain a minimum of $2,500,000 in stockholders’ equity nor did we meet the alternatives of market value of listed securities or net income from continuing operations (the “Stockholders’ Equity Requirement”). The Notice indicated that the Company’s common stock would be suspended from trading on Nasdaq unless the Company requested a hearing before a hearings panel by December 27, 2022. The Company timely requested a hearing, which stayed any trading suspension of the Company’s common stock until completion of the Nasdaq hearing process and expiration of any additional extension period granted by the hearings panel following the hearing. In advance of the hearing, the Company provided the Nasdaq Hearings Panel (the “Panel”) with its plan to regain compliance. The appeal was heard by the Panel on February 2, 2023.
On February 21, 2023, the Company received a letter (the “Continued Listing Letter”) from Nasdaq, stating that the Panel granted the Company’s request to continue its listing on Nasdaq, on the condition that (1) on February 24, 2023, the Company shall have demonstrated compliance with the Minimum Bid Price Requirement, by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions; and (2) on or before March 31, 2023, the Company shall demonstrate compliance with the Stockholders’ Equity Requirement. The Continued Listing Letter is consistent with the Company’s plan to regain compliance.
As of the close of the market on February 24, 2023, the Company has satisfied the first condition – compliance with the Minimum Bid Price Requirement for a minimum of ten consecutive trading sessions.
The Company is working diligently to satisfy, and intends to regain compliance with, the Stockholders’ Equity Requirement, as set forth in the Continued Listing Letter. However, there can be no assurance that the Company will be able to do so prior to March 31, 2023 or at all or that Nasdaq will grant the Company an extension of time to achieve such compliance. The Company will continue considering all available options to comply with the Stockholders’ Equity Requirement.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this report may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking statements are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others, the ability to regain compliance with the Stockholders’ Equity Requirement by March 31, 2023 or otherwise in the future, the ability to continue to meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting if the Company fails to regain compliance by the deadline or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other risks, uncertainties and factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the Company’s Annual Report for the year ended December 31, 2021 on Form 10-K, which was filed with the SEC. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-
2
looking statements contained herein. The Company is providing the information in this report as of the date hereof and assumes no obligations to update the information included in this report or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
3
SIGNATURE
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 hereunto duly authorized.
| Soligenix, Inc. | |
February 24, 2023 | By: | /s/ Christopher J. Schaber |
|
| Christopher J. Schaber, Ph.D. |
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
4