Current Report Filing (8-k)
August 25 2017 - 5:01PM
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): August 22, 2017
Amedica
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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001-33624
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84-1375299
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(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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1885
West 2100 South
Salt
Lake City, UT
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84119
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(Address
of principal executive offices)
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(Zip
Code)
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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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Other Events.
As
previously disclosed, on August 17, 2016, Amedica Corporation (the “Company”) received a letter from the Listing Qualifications
Staff (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s
common stock had closed below the minimum $1.00 per share threshold for continued listing on The Nasdaq Capital, as set forth
in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), for the prior 30 consecutive trading days. In accordance
with Nasdaq Listing Rule 5810(c)(3)(A), the Company was ultimately provided with two consecutive 180 calendar day periods to demonstrate
compliance with the Bid Price Rule, which expired on August 14, 2017.
The
Company did not regain compliance with the Bid Price Rule by August 14, 2017; accordingly, on August 22, 2017, the Company received
notice from the Staff that based upon the Company’s continued non-compliance with the Rule, the Company’s securities
would be subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
The Company intends to timely request a hearing before the Panel, at which hearing it will present its plan to evidence compliance
with all requirements for continued listing on The Nasdaq Capital Market. The Company’s request for a hearing will stay
any suspension/delisting action pending the outcome of the hearing and the expiration of any extension granted to the Company
by the Panel.
The
Staff’s August 22, 2017 notice also indicated that, notwithstanding the extension previously granted by the Staff to the
Company to file its delinquent periodic reports with the Securities and Exchange Commission, including the Form 10-K for the period
ended December 31, 2016, and the Forms 10-Q for the periods ended March 31, 2017 and June 30, 2017, and thereby evidence compliance
with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), the Company’s non-compliance with the Filing Rule could
serve as a separate basis for delisting and, as such, the Company should be prepared to address its plan to regain compliance
with the Filing Rule at the hearing.
The
Company is diligently working to evidence compliance with all applicable requirements for continued listing on The Nasdaq Capital
Market; however, there can be no assurance that the Panel will grant the Company’s request for continued listing or that
the Company will regain compliance with the applicable criteria within the period of time that may be granted by the Panel.
Item
7.01. Regulation FD Disclosure
On
August 25, 2017, the Company issued a press release disclosing its receipt of the Staff’s listing determination and its
intention to request a hearing before the Panel to address such determination. 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
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Amedica Corporation Press Release dated August 25, 2017.
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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.
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AMEDICA
CORPORATION
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Date:
August 25, 2017
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/s/
B. Sonny Bal
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B.
Sonny Bal
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President
and CEO
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AMEDICA CORP (NASDAQ:AMDA)
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