Current Report Filing (8-k)
March 16 2018 - 3:56PM
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
) March 16,
201
8
(Ma
rch 13, 2018
)
___________________
Pain Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
___________________
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Delaware
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000-29959
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91-1911336
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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7801 N Capital of Texas Highway, Suite 260
Austin, Texas 78731
(Address of principal executive offices, including zip code)
(512) 501-2444
(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 (see General Instruction A.2 below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
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Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
On
March
1
3
, 201
8
,
Pain Therapeutics, Inc. (the “Company”)
received a
notice
from the staff (the “Staff”) of The Nasdaq Stock Market LLC that the Company
is not in compliance
with the
Nasdaq’s Listing Rule 5450(b)(
2
)(A
), as the minimum market value of the company’s common stock
has been below
$50 million
for 30 consecutive business days. The Company also does not meet the requirement under Listing Ru
le
5450(b)(3)(A)
in total assets and total revenue standard for continued listing on The Nasdaq Global Market
. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market under the symbol “PTIE”
.
The Company has 180
calendar
days, or until
September 10
, 2018, to achieve compliance with the minimum market value requirement. To regain compliance, the minimum market value of the Company's common stock must meet or exceed $50 million for a minimum of
10
consecutive business days during this 180-day grace period. The Company's failure to regain compliance during this period could result in delisting. In the event that the Company does not regain compliance with the Rule prior to the expiration of the grace period, the Company expects to receive written notification that its common stock is subject to delisting, in which case the Company may either apply for listing on The N
asdaq
Capital Market, provided it meets the continued listing requirements of that market, or appeal the decision to a
Nasdaq
Hearings Panel. In the event of an appeal, the Company's common stock would remain listed on The N
asdaq
Global Market pending a decision by the Panel following the hearing. The Company is currently evaluating its options for regaining compliance.
The Company intends to monitor the market value of its listed securities and the other requirements under the Nasdaq listing standards and may, if appropriate, consider implementing available options to regain compliance under the Nasdaq Listing Rules.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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PAIN THERAPEUTICS, INC.
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a Delaware corporation
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Date: March 16, 2018
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By:
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/s/ REMI BARBIER
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Remi Barbier
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President and Chief Executive Officer
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