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): August 18, 2020
9 Meters Biopharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37797 | 27-3948465 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
8480 Honeycutt Road, Suite 120, Raleigh, NC 27615
(Address of principal executive offices) (Zip Code)
(919) 275-1933
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock $0.0001 Par Value | NMTR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 x
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. x
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
9 Meters Biopharma, Inc. (the “Company”) previously disclosed that it had been notified by the Nasdaq Stock Market LLC (“Nasdaq”) that for 30 consecutive business days the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A) and Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq informed the Company that it had a compliance period of 180 calendar days, or until June 1, 2020, to regain compliance with Rule 5550(a)(2), which date was tolled due to the COVID-19 pandemic to August 17, 2020.
On August 18, 2020, the Company received a delisting determination letter from the Nasdaq Stock Market Listing Qualifications Department due to the Company’s failure to regain compliance with the Nasdaq Capital Market's minimum $1.00 per share bid price requirement, and that it did not meet any of the initial listing requirements. On August 20, 2020, the Company appealed the determination by requesting a hearing before a Hearings Panel, which is scheduled for September 24, 2020. The hearing request stays the delisting until the hearing process concludes and the Hearing Panel has issued a written decision. This is a standard process that is typically followed under such circumstances. If the company is successful with its argument before the Hearing Panel, it would be granted an additional period in which to regain compliance.
The Company believes that its recent significant progress in fundraising, investor outreach, analyst coverage, and the advancement of its clinical programs in both celiac disease and short bowel syndrome, all of which have occurred since the recent integration of RDD Pharma, Ltd. and Innovate Biopharmaceuticals, Inc. into 9 Meters on April 30, 2020, will continue to increase the intrinsic value of the Company. The investor and analyst outreach alone has resulted in securing analyst coverage by two firms in the last 90 days, both with 12-month price targets of $5.00 per share, adding to the compelling case for continued listing.
Forward-looking and non-endorsement disclaimer: This Form 8-K contains forward-looking statements that are subject to numerous risks that could cause actual results to differ materially from those contained or implied by the forward-looking statements. These risks include: the lack of assurance that the Hearing Panel will grant the Company's request for continued listing; risks related to the early stage of the development of our business and product candidates; our need to raise additional capital; and risks associated with the ongoing COVID-19 pandemic; and the other risks described in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2020, and our Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020. Furthermore, please be advised that we cite third-party analyst price targets merely to point out the fact that those exist; we do not endorse those price targets or anything else in those analysts’ reports, and remind you that they are subject to change at any time and that other analysts could publish lower price targets and/or less positive reports.
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 hereunto duly authorized.
9 Meters Biopharma, Inc. | |||
Date: August 21, 2020 | By: | /s/ Edward J. Sitar | |
Edward J. Sitar | |||
Chief Financial Officer | |||