Osiris Therapeutics, Inc. (NASDAQ:OSIR) (the “Company”) provided
today an update concerning the status of its compliance with the
Listing Rules of the NASDAQ Stock Market (“NASDAQ”).
As previously disclosed, the Company is working diligently to
complete its previously announced restatements of prior period
financial statements and transition to a new independent registered
public accounting firm for the 2015 audit so that it is in a
position to bring its SEC filings up to date.
The Audit Committee of the Board of Directors has completed an
independent review of the accounting matters with the assistance of
outside professionals. The Company, under the direction
of the Audit Committee, is working diligently with its former
independent registered accounting firm to complete the restatement
of its 2014 audited and interim financial statements as soon as
possible. Once that process is complete, the Company
expects to transition to a new independent registered accounting
firm and begin work on the 2015 financial statements.
As a result of these matters, the Company has delayed the filing
of its Annual Report on Form 10-K for the year ended December 31,
2015 (“2015 Form 10-K”), its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2016 (“Q1 2016 Form 10-Q”), and its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
(“Q2 2016 Form 10-Q”). As a result, the Company is currently
out of compliance with NASDAQ Stock Market Listing Rule
5250(c)(1).
As previously disclosed, the Company submitted to the NASDAQ
listing qualifications staff (the “Staff”) a plan to regain
compliance with NASDAQ’s continued listing requirements. On
May 24, 2016, NASDAQ granted an exemption to the NASDAQ Listing
Rule, extending the deadline until September 12, 2016 for the
Company to file all delinquent reports with the SEC, including the
2015 Form 10-K, Q1 2016 Form 10-Q, and Q2 2016 Form 10-Q.
Although the Company is working diligently to finalize these
reports, the Company was unable to bring its SEC filings up to date
by the September 12, 2016 deadline.
Consequently, on September 14, 2016, the Company received an
anticipated letter from NASDAQ, stating that unless the Company
requests a hearing before a NASDAQ Listing Qualifications Panel (a
“Hearings Panel”) by September 21, 2016, the Company’s common stock
will be delisted. Under NASDAQ’s rules and procedures, in general,
a company’s request for such a hearing automatically stays any
delisting for 15 calendar days from the deadline to request a
hearing. The Company will file a hearing request on or prior
to September 21, 2016 and request a further stay. The letter states
that the hearing would be expected to occur 30-45 days from the
date of the hearing request.
If the Hearings Panel grants the Company’s request for a further
stay (which is discretionary on the part of the Hearings Panel and
therefore not assured), any final delisting will be stayed until
further Hearings Panel proceedings. The NASDAQ Rules also
permit the Company to appeal decisions from the Hearings Department
to the NASDAQ Listing Council.
While the Company is continuing to work diligently to complete
its previously announced restatements of prior period financial
statements and bring its SEC filings up to date, there can be no
assurance regarding the timing or ultimate outcome of this process
or the ability of the Company to successfully maintain its NASDAQ
listing.
The Company is making this announcement in compliance with
NASDAQ Listing Rule 5810(b), which requires prompt disclosure of
receipt of a noncompliance letter.
About Osiris Therapeutics
Osiris Therapeutics, Inc., based in Columbia, Maryland, is a
world leader in researching, developing and marketing regenerative
medicine products that improve health and lives of patients and
lower overall healthcare costs. Having developed the world's first
approved stem cell drug, the company continues to advance its
research and development in biotechnology by focusing on innovation
in regenerative medicine - including bioengineering, stem cell
research and viable tissue based products. Osiris has
achieved commercial success with products in orthopaedics, sports
medicine and wound care, including BIO4®, Cartiform®, Grafix®,
TruSkin ™ and Stravix™.
Osiris, Grafix, and Cartiform are registered trademarks of
Osiris Therapeutics, Inc.; TruSkin and Stravix are trademarks of
Osiris Therapeutics, Inc. BIO4® is a trademark of Howmedica
Osteonics Corp. More information can be found on the company's
website, www.Osiris.com. (OSIR-G).
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include statements about our
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. Words or
phrases such as "anticipate," "believe," "continue," "ongoing,"
"estimate," "expect," "intend," "may," "plan," "potential,"
"predict," "project" or similar words or phrases, or the negatives
of those words or phrases, may identify forward-looking statements,
but the absence of these words does not necessarily mean that a
statement is not forward-looking. Examples of forward-looking
statements may include, without limitation, statements regarding
any of the following: the outcome of the NASDAQ listing
qualification deficiency process, including the ability of the
Company to successfully maintain its NASDAQ listing; the outcome of
the restatements, including the materiality, significance, nature,
subject matter, timing or quantitative effects of the Company’s
restated financial statements; the timing of the transition to a
new independent registered public accounting firm; the completion
of the audit of the Company’s 2015 financial statements; and the
timing of the filing of the Company’s 2015 Form 10-K, Q1 2016 Form
10-Q and Q2 2016 Form 10-Q. Forward-looking statements are subject
to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results
to differ materially from those expected or implied by the
forward-looking statements. Our actual results could differ
materially from those anticipated in forward-looking statements for
many reasons, including the factors described in the section
entitled "Risk Factors" in our Annual Report on Form 10-K and other
Periodic Reports filed on Form 10-Q, with the SEC.
Accordingly, you should not unduly rely on these forward-looking
statements. We undertake no obligation to publicly revise any
forward-looking statement to reflect circumstances or events after
the date of this press release or to reflect the occurrence of
unanticipated events.
For additional information, please contact:
Diane Savoie
Osiris Therapeutics, Inc.
(443) 545-1834
OsirisPR@Osiris.com
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