Current Report Filing (8-k)
April 18 2019 - 4:46PM
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): April 16, 2019
INTERPACE
DIAGNOSTICS GROUP, INC.
(Exact
name of Registrant as specified in its charter)
DELAWARE
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0-24249
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22-2919486
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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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Morris
Corporate Center 1, Building C
300
Interpace Parkway,
Parsippany,
NJ 07054
(Address,
including zip code, of Principal Executive Offices)
(855)
776-6419
Registrant’s
telephone number, including area code:
Not
Applicable
(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:
[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ] Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 16, 2019, Interpace Diagnostics Group, Inc. (the “Company”) received written notice (the “Notification
Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the
Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued
listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price
of at least $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement
exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the
Company’s common stock for the thirty (30) consecutive business days from March 5, 2019 to April 15, 2019, the Company no
longer meets the minimum bid price requirement.
The
Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time. The Notification Letter
states that the Company has 180 calendar days, or until October 14, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share
for a minimum of 10 consecutive business days.
If
the Company does not regain compliance with Nasdaq Listing Rule 5550(a)(2) by October 14, 2019, the Company may be eligible for
an additional 180 calendar day compliance period. To qualify, the Company would be required to meet 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 bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second
compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the staff of Nasdaq (the “Staff”)
that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the
Company that its securities would be subject to delisting. In the event of such a notification, the Company may appeal the Staff’s
determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued
listing.
The
Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available
options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance
with the minimum bid price requirement under the Nasdaq Listing Rules.
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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Interpace
Diagnostics Group, Inc.
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/s/
Jack E. Stover
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Jack
E. Stover
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President
and Chief Executive Officer
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Date:
April 18, 2019
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