Current Report Filing (8-k)
January 22 2016 - 4:18PM
Edgar (US Regulatory)
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): January 22, 2016 (January 20, 2016)
ALEXZA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51820 |
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77-0567768 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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Alexza Pharmaceuticals, Inc.
2091 Stierlin Court
Mountain View, California |
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94043 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (650) 944-7000
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 3 Securities and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a)
On January 20, 2016, Alexza
Pharmaceuticals, Inc. (Alexza) received a notice (the Notice) from The NASDAQ Stock Market (NASDAQ) indicating that Alexza common stock (the Common Stock) does not meet the continued listing
requirement as set forth in NASDAQ Rule 5550(a)(2) based on the closing bid price of the Common Stock for the preceding 30 business days. The minimum closing bid price required to maintain continued listing on The NASDAQ Capital Market is $1.00 per
share.
Under NASDAQ Rule 5810(c)(3)(A), Alexza has a 180 calendar day grace period from the date of the Notice to regain compliance by
meeting the continued listing standard. The continued listing standard will be met if the Common Stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace
period. If Alexza does not regain compliance within the 180 calendar day grace period, it will be afforded an additional 180 calendar day compliance period, provided that on the 180th day of
the first grace period Alexza (i) meets the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements for initial listing on The NASDAQ Capital Market (except for the bid price
requirement) based on Alexzas most recent public filings and market information and (ii) notifies NASDAQ of its intent to cure this deficiency. If Alexza does not indicate its intent to cure the deficiency or if it does not appear to
NASDAQ that it would be possible for Alexza to cure the deficiency, Alexza would not be eligible for the second 180 day compliance period, and its securities would then be subject to delisting from The NASDAQ Capital Market. If Alexza is unable to
regain compliance during the first 180 calendar day grace period or, if applicable, the second 180 day compliance period, and receives a delisting determination from NASDAQ it may, at that time, request a hearing to remain on The NASDAQ Capital
Market, which request will ordinarily suspend such delisting determination until a decision by NASDAQ subsequent to the hearing.
As
previously reported on a Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 22, 2015, on December 17, 2015, Alexza received notice from NASDAQ indicating that Alexza would be subject to delisting
from The NASDAQ Capital Market for not meeting the continued listing requirement as set forth in NASDAQ Rule 5550(b)(2) based on the market value of Alexzas listed securities for the 30 business days preceding June 19, 2015 (the
NASDAQ Determination). The minimum market value of listed securities for continued listing on The NASDAQ Capital Market is $35 million. Alexza subsequently requested a hearing before the NASDAQ Listing Qualifications Panel (the
Panel) to review the NASDAQ Determination and the NASDAQ Determination has been stayed, pending a final written decision by the Panel. Alexza cannot predict at this time what effect, if any, the Notice may have on the Panels
ultimate decision regarding the NASDAQ Determination. Additionally, Alexza cannot predict, based on the NASDAQ Determination, if it will be eligible for a second 180 day compliance period regarding the minimum closing bid price of the Common Stock,
if necessary.
There can be no assurance that Alexza will be successful in maintaining the listing of its Common Stock on The NASDAQ
Capital Market. This could impair the liquidity and market price of the Common Stock. In addition, the delisting of the Common Stock from a national exchange could have a material adverse effect on Alexzas access to capital markets, and any
limitation on market liquidity or reduction in the price of the Common Stock as a result of that delisting could adversely affect Alexzas ability to raise capital on terms acceptable to Alexza, or at all.
Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as will, may, intends, potential, and similar
expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events
could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with NASDAQ Rule 5550(a)(2) during any compliance period or in the future, or otherwise meet NASDAQ
compliance standards thereafter. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in
information, events or circumstances after the date of this report, unless required by law.
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.
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ALEXZA PHARMACEUTICALS, INC. |
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Date: January 22, 2016 |
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By: |
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/s/ Thomas B. King |
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Thomas B. King |
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President and Chief Executive Officer |