Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
On November 14, 2017, Onconova Therapeutics, Inc. (the Company) received a letter from the Nasdaq Staff stating that the Company had not been able to regain compliance with Nasdaqs $2.5 million minimum stockholders equity requirement (the Stockholders Equity Requirement), and that the Staff had determined to seek to delist the Companys securities from Nasdaq unless the Company requests a hearing before a Nasdaq Hearings Panel (the Panel).
Accordingly, the Company intends to request a hearing before a Panel, which has the authority to grant the Company an additional extension of time of up to 180 calendar days from November 14, 2017 to regain compliance. The hearing request will stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. The Company is working with its advisors to prepare a plan of compliance to be reviewed with the Panel.
The Company is required to meet certain qualitative and financial tests to maintain the listing of the Companys securities on The Nasdaq Capital Market. As previously disclosed, as of March 31, 2017, June 30, 2017 and September 30, 2017, the Companys total stockholders equity was $(2.7) million, $0.4 million and $(6.1) million, respectively. As a result, the Company did not comply with the Stockholders Equity Requirement, nor the alternative compliance standards under Nasdaq Listing Rule 5550(b) for the continued listing of the Companys securities on The Nasdaq Capital Market. On May 19, 2017, the Company received a letter (the May Letter) from the Nasdaq Staff notifying the Company of its noncompliance with the Stockholders Equity Requirement. The May Letter indicated that the Nasdaq Staff may grant an extension up to 180 calendar days from the date of the May Letter, or until November 15, 2017, for the Company to regain compliance. However, due to the completion of the Companys April 2017 underwritten public offering of the Companys common stock and a change in the fair value of a warrant liability, the Company regained compliance with the Stockholders Equity Requirement. On August 16, 2017, the Company received a second letter from the Nasdaq Staff notifying the Company of its noncompliance with the Stockholders Equity Requirement and providing the Company with 45 days to submit a plan of compliance, which the Company submitted on October 2, 2017, and, updated on October 31, 2017 and November 10, 2017.
If the Companys securities are delisted, it could be more difficult to buy or sell the Companys securities and to obtain accurate quotations, and the price of the Companys securities could suffer a material decline. Delisting could also impair the Companys ability to raise capital.
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