Current Report Filing (8-k)
May 26 2017 - 9:02AM
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): May 23, 2017
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-33624
|
|
84-1375299
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
1885
West 2100 South
Salt
Lake City, UT
|
|
84119
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(801) 839-3500
(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):
[ ]
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))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Other Events.
On
May 23, 2017, Amedica Corporation (the “
Company
”), received a written notice (the “
Notice
”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“
NASDAQ
”) indicating that the Company
is not in compliance with Listing Rule 5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2017 (the “
Form 10-Q
”).
Under
the NASDAQ Listing Rules, because the Company is also delinquent on filing its Annual Report on Form 10-K for the period ended
December 31, 2016, the Company has until June 19, 2017 to submit a plan to NASDAQ as to how it plans to regain compliance with
NASDAQ’s continued listing requirements. If the Company is still unable to file its Form 10-K and Form 10-Q by that time,
then the Company intends to submit a compliance plan on or prior to that date. If NASDAQ accepts the Company’s plan, NASDAQ
can grant an exception of up to 180 calendar days from the filing’s due date, or until September 27, 2017, to regain compliance.
The Company may regain compliance at any time during this 180-day period upon filing with the SEC its Form 10-K and Form 10-Q,
as well as all subsequent required periodic financial reports that are due within that period. If NASDAQ does not accept the Company’s
plan, Amedica will have the opportunity to appeal that decision to a NASDAQ Hearings Panel.
The
NASDAQ notification letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Capital Market.
Item
7.01. Regulation FD Disclosure.
On
May 26, 2017, the Company issued a press release announcing that it has delayed the filing of its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Report.
In
accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be
deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Cautionary
Note Regarding Forward-Looking Statements
. Except for historical information contained in this Form 8-K and the press release
attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please
refer to the cautionary note in the press release regarding these forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1
|
Amedica
Corporation Press Release dated May 26, 2017.
|
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.
|
AMEDICA
CORPORATION
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|
|
Date:
May 26, 2017
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/s/
B. Sonny Bal
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|
B.
Sonny Bal
|
|
President
and CEO
|
AMEDICA CORP (NASDAQ:AMDA)
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