Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed by Egalet Corporation (the Company) on a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2018, the Company received a deficiency notice, dated March 8, 2018, from The Nasdaq Stock Market LLC (Nasdaq) indicating that the Company was not in compliance with Nasdaqs Listing Rule 5450(a) (the Bid Price Rule), as the closing bid price of the Companys common stock had been below $1.00 for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided an initial grace period of 180 calendar days, or until September 4, 2018, to regain compliance with the Rule.
On September 5, 2018, the Company received a letter from Nasdaq indicating that the Company did not regain compliance with the $1 minimum bid price requirement for continued listing, as set forth in the Bid Price Rule, by the previously established deadline of September 4, 2018. Accordingly, this matter serves as an additional basis for delisting the Companys common stock from the Nasdaq, and the Nasdaq Hearings Panel (the Hearings Panel) will consider the Companys failure to regain compliance with the minimum bid price requirement in its decision regarding the Companys continued listing on The Nasdaq Capital Market. The Company has been asked to, and plans to, present its views with respect to this minimum bid price deficiency to the Hearings Panel in writing no later than September 12, 2018.
Also as previously disclosed, the Company received a deficiency notice, dated November 24, 2017, from Nasdaq indicating that the Company was not in compliance with The Nasdaq Global Market continued listing requirement set forth in Nasdaqs Listing Rule 5450(b)(2)(A) (the Minimum Market Value Rule), as the minimum market value of the Companys common stock had been below $50 million for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided an initial grace period of 180 calendar days, or until May 23, 2018, to regain compliance with the Minimum Market Value Rule.
The Company did not regain compliance with the Minimum Market Value Rule by May 23, 2018, and on May 30, 2018, the Company requested a hearing before the Hearings Panel, which stayed the potential delisting of the Companys common stock pending the issuance of the Hearings Panels decision and the expiration of any extension granted by the Hearings Panel. On July 9, 2018, the Company received notice from the Nasdaq that the Hearings Panel approved the transfer of the listing of the Companys common stock from The Nasdaq Global Market to The Nasdaq Capital Market effective at the open of business on July 11, 2018. The continued listing of the Companys common stock on The Nasdaq Capital Market is subject to (i) the fulfillment of certain conditions and milestones and (ii) the Companys evidencing a market value of the Companys common stock of over $35 million for at least 10 consecutive trading days not later than November 20, 2018.
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as anticipate, believe, forecast, estimate, expect, intend, likely, may, plan, potential, predict, opportunity and should, among others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. The Company does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set forth in the Companys Form 10-K for the year ended December 31, 2017, and periodic reports filed with the Securities and Exchange Commission.
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