Form 8-K - Current report

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 1934

Date of Report (Date of earliest event reported): January 3, 2024

NEMAURA MEDICAL INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

001-38355		46-5027260
(Commission File Number)		(IRS Employer Identification No.)

57 West 57th Street Manhattan, NY		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		+1 (646) 416-8000
N/A (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 registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NMRD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01. Regulation FD Disclosure.

On January 3, 2024, Nemaura Medical Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, providing a crucial update regarding recent decisions that will impact the Company's listing status on The Nasdaq Capital Market and its broader strategic direction. Among other things, the press release indicates that, after thorough analysis, the Company’s Board of Directors and its management team have made the strategic decision to accept Nasdaq’s determination to delist the Company and move to the OTC Markets.

The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press release issued by the registrant on January 3, 2024.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEMAURA MEDICAL INC.

	By:	/s/ Dewan F.H. Chowdhury
		Dewan F.H. Chowdhury Chief Executive Officer

Date: January 3, 2024

Exhibit 99.1

Important Update on Listing Status and Strategic Direction

Loughborough, UK, January 3, 2024 (GLOBE NEWSWIRE) – Nemaura Medical Inc. (“Nemaura Medical” or the “Company”), developer of a daily wear non-invasive glucose sensor, and digital healthcare programs, is providing a crucial update regarding recent decisions that will impact Nemaura Medical's listing status on The Nasdaq Capital Market and our broader strategic direction.

Background:

After thorough analysis, Nemaura Medical’s Board of Directors and management team have made the strategic decision to accept Nasdaq’s determination to delist Nemaura Medical and move to the OTC Markets. This decision arises from a careful consideration of several factors, including challenges outside of our control that have led to a significant attrition of the share price. In light of these circumstances, maintaining our Nasdaq listing would necessitate a substantial dilution of approximately 90%, a move we believe would not serve the best interests of our valued shareholders.

Benefits of the OTC Markets:

The transition to the OTC Markets will provide operational flexibility, reduced compliance costs, and the ability to focus on long-term growth without the immediate pressures associated with maintaining a Nasdaq listing.

Strategic Partnerships:

Committed to creating shareholder value, we are actively pursuing strategic partnerships critical to driving Nemaura Medical's growth. We believe these partnerships will play a key role in securing the necessary funding to propel innovation, expand market presence, and enhance our overall competitiveness.

Shareholder Role in Our Future Success:

We understand that this decision may raise questions and concerns. We want to assure shareholders that we remain committed to open and transparent communication. We value shareholder trust and support and are dedicated to keeping shareholders informed throughout this transition.

As we navigate this new phase, regular updates on our progress, strategic partnerships, and any material developments impacting shareholders will be provided. Additionally, in the near-term, we will continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. Please feel free to reach out to our Investor Relations team via email (IR@nemauramedical.com) with any questions or if further clarification is needed.

Thank you for your continued trust and confidence in Nemaura Medical. Together, we look forward to shaping a successful future.

About Nemaura Medical, Inc.

Nemaura Medical, Inc. is a medical technology company developing and wearable diagnostic devices. The company is currently commercializing sugarBEAT^® and proBEAT^™. sugarBEAT^®, a CE mark approved Class IIb medical device, is a non-invasive and flexible continuous glucose monitor (CGM) providing actionable insights derived from real time glucose measurements and daily glucose trend data, which may help people with diabetes and pre-diabetes to better manage, reverse, and prevent the onset of diabetes. Nemaura Medical has submitted a proposal for a Modular PMA (Premarket Approval Application) application for sugarBEAT^® to the U.S. FDA, for its generation II, 24-hour sensor. proBEAT^™ is a non-regulated version of sugarBEAT which combines non-invasive glucose data processed using artificial intelligence and a digital healthcare subscription service as a general wellness product as part of its BEAT^®diabetes program.

Additionally, Nemaura Medical launched a beta trial of Miboko, a metabolic health and well-being program using a non-invasive glucose sensor along with an AI mobile application that helps a user understand how certain foods and lifestyle habits can impact one’s overall metabolic health and well-being. Nemaura Medical believes that up to half the population could benefit from a sensor and program that monitors metabolic health and well-being.

The Company sits at the intersection of the global Type 2 diabetes market that is expected to reach nearly $59 billion by 2025, the $50+ billion pre-diabetic market, and the wearable health-tech sector for weight loss and wellness applications that is estimated to reach $60 billion by 2023.

For more information, please visit www.NemauraMedical.com.

Cautionary Statement Regarding Forward-Looking Statements:

The statements in this press release that are not historical facts may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, the launch of proBEAT^™ in the U.S., risks related to regulatory status and the failure of future development and preliminary marketing efforts, Nemaura Medical’s ability to secure additional commercial partnering arrangements, risks and uncertainties relating to Nemaura Medical and its partners’ ability to develop, market and sell proBEAT^™, the availability of substantial additional equity or debt capital to support its research, development and product commercialization activities, and the success of its research, development, regulatory approval, marketing and distribution plans and strategies, including those plans and strategies related to both proBEAT^™ digital health, and sugarBEAT^®. There can be no assurance that the company will be able to reach a part of or any of the global market for CGM with its products/services. The U.S. Food and Drug Administration (the “FDA”) reserves the right to re-evaluate its decision that proBEAT^™ qualifies as a general wellness product should it become aware of any issues such as skin irritation or other adverse events from the device, as well as any misuse impacting patient safety, and any other reason as the FDA may see fit at its discretion to determine the product does not fit the definition of a general wellness product. These and other risks and uncertainties are identified and described in more detail in Nemaura Medical’s filings with the United States Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the most recently completed fiscal year, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K, each as may be amended from time to time. Nemaura Medical undertakes no obligation to publicly update or revise any forward-looking statements.

Investor Relations Contact:

IR@NemauraMedical.com

Cover	Jan. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 03, 2024
Entity File Number	001-38355
Entity Registrant Name	NEMAURA MEDICAL INC.
Entity Central Index Key	0001602078
Entity Tax Identification Number	46-5027260
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	57 West 57th Street
Entity Address, City or Town	Manhattan
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(646)
Local Phone Number	416-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NMRD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false