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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As previously disclosed, on December 27, 2019, Melinta Therapeutics, Inc. (the Company) and its
debtor affiliates (together with the Company, the Debtors) filed voluntary petitions for relief (the Chapter 11 Petitions) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (the Court) (Case No. 19-12748).
On January 2, 2020,
the Company received a letter from The Nasdaq Stock Market LLC (Nasdaq) indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(b)(3)(C), as the Company failed to maintain a market value of publicly held shares of
$15,000,000 over the thirty (30) consecutive business days from November 13, 2019, to December 23, 2019 (the Deficiency Notice).
Also on January 2, 2020, the Company received a Staff Delisting Determination letter from the Listing Qualifications Staff of Nasdaq
indicating that, in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the Staff has determined that the Companys securities will be delisted from
Nasdaq unless the Company requests an appeal of such determination.
The Nasdaq Listing Rules allow Nasdaq to use its discretionary
authority to suspend or terminate the listing of a company based on any event, condition or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq unwarranted in the opinion of Nasdaq, even though the securities
meet all enumerated criteria for continued listing on Nasdaq, including when a company has filed for protection under any provision of the federal bankruptcy laws. Nasdaq based its determination on the following factors: (i) the Chapter 11
Petitions and associated public interest concerns raised by the Chapter 11 Petitions; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Companys ability to
sustain compliance with all requirements for continued listing on Nasdaq, including, but not limited to, Listing Rule 5450(b)(3)(C) as noted in the Deficiency Notice.
The letter provides that, should the Company fail to request a hearing before the Nasdaq Hearings Panel by January 9, 2020, trading of
the Companys securities will be suspended at the opening of business on January 13, 2020, and a Form 25-NSE will be filed with the Securities and Exchange Commission thereafter, which will remove
the Companys securities from listing and registration on Nasdaq. The Company will not appeal this determination and thus expects trading of its common stock to be suspended at the opening of business on January 13, 2020. Following
suspension of trading and delisting from Nasdaq, the Companys common stock would only be expected to trade, if it trades at all, on the over-the-counter market.
Cautionary Statements
The
Companys securityholders are cautioned that trading in the Companys securities during the pendency of the Chapter 11 cases is highly speculative and poses substantial risks. Such risks will be increased as a result of a delisting from
Nasdaq. Trading prices for the Companys securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Companys Chapter 11 cases. The transactions specified in the Restructuring Support Agreement,
as previously disclosed on December 27, 2019, between the Debtors and the supporting lenders in connection with the Chapter 11 cases contemplate that existing equity interests in the Company would be cancelled and that the holders thereof will
neither receive nor retain any property on account thereof. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Additional information about the Chapter 11 cases is available through the Companys claims agent Kurtzman Carson Consultants LLC at
www.kccllc.net/melinta. Information contained on, or that can be accessed through, such web site or the Courts web site is not part of this Current Report.