Current Report Filing (8-k)
February 09 2023 - 4:32PM
Edgar (US Regulatory)
0001638287
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0001638287
2023-02-08
2023-02-08
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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): February 8, 2023
NeuroBo
Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
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001-37809 |
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47-2389984 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
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|
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200 Berkeley Street, Office 19th Floor
Boston, Massachusetts 02116
(Address of principal executive offices, including Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (857) 702-9600
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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
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 |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
Common Stock, par value $0.001 per share |
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NRBO |
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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 (§ 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. ¨
Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 8, 2023, NeuroBo
Pharmaceuticals, Inc. (the “Company”) received a letter (the “Notice”) from the Listing
Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing
the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive
trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market,
as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
In accordance with Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from February 8, 2023, or until August 7, 2023, to regain compliance
with the Minimum Bid Price Requirement. If at any time before August 7, 2023, the closing bid price of the Company’s common stock
closes at or above $1.00 per share for a minimum of 10 consecutive trading days (which number days may be extended by Nasdaq), Nasdaq
will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would
be resolved.
The Notice also disclosed that
in the event the Company does not regain compliance with the Rule by August 7, 2023, the Company may be eligible for additional time.
To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly held
shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would
need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock
split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180
calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise
not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
The Company intends to continue
actively monitoring the closing bid price for the Company’s common stock between now and August 7, 2023, and will consider available
options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. If the Company does not regain compliance
within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180 day compliance
period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.
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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NeuroBo
Pharmaceuticals, Inc. |
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Date:
February 9, 2023 |
By:
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/s/
Joseph Hooker |
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Joseph
Hooker |
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Interim
President and Chief Executive Officer |
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