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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On February 15, 2017, Innocoll Holdings plc (the "Company")
received a letter from The Nasdaq Stock Market indicating that for 30 consecutive business days beginning on December 30, 2016
the Company’s ordinary shares had not maintained a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”)
per share as required by Nasdaq Listing Rule 5450(a)(1). This notice of noncompliance has had no immediate impact on the
continued listing or trading of the Company’s ordinary shares on The Nasdaq Global Market.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has been provided a period of 180 calendar days from the date of the notification, or until August 14, 2017 (the "Compliance
Period"), in which to regain compliance with the Minimum Bid Price Requirement. In order to regain compliance with the Minimum
Bid Price Requirement, the closing bid price of the Company’s ordinary shares must be at least $1.00 per share for a minimum
of ten consecutive business days during the Compliance Period.
In the event that the Company does not regain compliance within
the Compliance Period, the Company may be eligible to seek an additional 180-calendar day compliance period if it elects
to transfer the listing of its ordinary shares to The Nasdaq Capital Market, meets the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the
Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance
period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq Staff that the Company will not
be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its
ordinary shares will be subject to delisting (a "Staff Delisting Determination").
If the Company receives a Staff Delisting Determination, the
Company may, at that time, request in writing that a Nasdaq Hearing Panel review the matter in a written or an oral hearing.
Such a review, if granted, would stay delisting until a Panel ruling. After the Nasdaq Hearing Panel determination is final,
the Company may then appeal the Hearing Panel decision to the Listing Council. If granted, such an appeal would not stay
the Hearing Panel decision.
The Company intends to monitor the closing bid price of its
ordinary shares and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price
Requirement under the Nasdaq Listing Rules.
Cautionary Note Regarding Forward-looking Statements:
To the extent that statements in this Current Report on Form
8-K are not strictly historical, including statements as to business strategy, outlook, objectives, future milestones, plans, intentions,
goals, future financial conditions, future collaboration agreements, the success of the Company’s product development or
otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report are subject to
certain risks and uncertainties that could cause actual results to differ materially from the statements made. Such risks and others
are further described in the Company's filings with the Securities and Exchange Commission.