Current Report Filing (8-k)
October 15 2019 - 8:03AM
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
October 9, 2019
Date of Report (Date of earliest event reported)
AEVI GENOMIC
MEDICINE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-35112
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98-0217544
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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435 Devon Park Drive, Suite 715
Wayne, Pennsylvania 19087
(Address of principal executive offices,
zip code)
(610) 254-4201
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.0001 per share
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GNMX
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Nasdaq Global Market
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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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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. ¨
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information regarding the transfer of
Aevi Genomic Medicine, Inc.’s (the “Company”) common stock from the Nasdaq Global Market to the Nasdaq Capital
Market included below under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
On October 9,
2019, the Nasdaq Hearing’s Panel (the “Panel”) issued a decision granting (i) the Company’s request
for transfer of the Company’s common stock from the Nasdaq Global Market to the Nasdaq Capital Market effective at the
open of business on October 15, 2019 and (ii) the Company’s request for continued listing of its common stock on the
Nasdaq Capital Market pursuant to an exception through February 3, 2020. Such exception is subject to the conditions that on
or before February 3, 2020 (i) the Company must demonstrate a closing bid price of $1.00 or more for a minimum of ten prior
consecutive trading days and (ii) the Company must have stockholders’ equity above $2.5 million. If the Company does
not regain compliance with the minimum bid price and stockholders’ equity requirements by February 3, 2020 or, based on
any significant events that occur during the extension period, the Panel reconsiders the extension, the Nasdaq Stock Market
LLC (“Nasdaq”) could delist the Company’s common stock from the Nasdaq Capital Market. There can be no
assurance that the Company will regain compliance on or before February 3, 2020, or that it will be able to
maintain compliance in the future. As previously disclosed, on August 13, 2019, the Company requested the hearing in front of
the Panel to appeal the Nasdaq staff determination that the Company had not regained compliance with Nasdaq’s minimum
bid price rule, Listing Rule 5550(a)(2), or minimum stockholders’ equity requirement, Listing Rule 5450(b)(1)(A), and
that it was not eligible for a second 180-day grace period to regain compliance.
A copy of the press
release issued by the Company in connection with the Panel’s decision is included as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
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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AEVI GENOMIC MEDICINE, INC.
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By:
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/s/ Michael F. Cola
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Name: Michael F. Cola
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Title: President and Chief Executive Officer
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Date: October 15, 2019
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