Current Report Filing (8-k)
March 25 2022 - 04:08PM
Edgar (US Regulatory)
false 0001318641 0001318641 2022-03-23
2022-03-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 23,
2022
Statera Biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
delaware
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001-32954
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20-0077155
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
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(Address of Principal Executive Offices and zip code)
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(888) 613-8802
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(Registrant's Telephone Number, Including Area Code)
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Securities registered or to be 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
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Common stock, par value $0.005
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STAB
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NASDAQ Capital 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:
☐ 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))
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 March 23, 2022, Statera Biopharma, Inc. (the “Company”)
received written notice from the Listing Qualifications staff of
the Nasdaq Stock Market LLC (“NASDAQ”) indicating that
because the minimum bid price of the Company’s common stock has
closed below $1.00 per share for the last 30 consecutive business
days, the Company no longer meets the requirements of Listing Rule
5550(a)(2), which requires the Company to maintain a minimum bid
price of $1.00 per share (the “Bid Price Rule”). The NASDAQ
Listing Rules provide the Company with a compliance period of 180
calendar days in which to regain compliance with the Bid Price
Rule. Accordingly, the Company will regain compliance if at any
time during this 180-day period the closing bid price of the
Company’s common stock is at least $1.00 for a minimum of ten
consecutive business days.
In the event the Company does not regain compliance by the end of
the 180-day compliance period on September 19, 2022, but meets
certain other applicable standards, the Company may be eligible for
additional time. To qualify, the Company will 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 Rule, and will
need to provide written notice of the Company’s 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 to regain compliance with
the Bid Price Rule. However, if it appears to NASDAQ that the
Company will not be able to cure the deficiency, or if it is
otherwise not eligible, NASDAQ will provide notice that the
Company’s common stock will be subject to delisting. At that time,
the Company may appeal the delisting determination to a hearings
panel.
The Company intends to monitor the bid price of its common stock
and consider available options if its common stock does not trade
at a level likely to result in the Company regaining compliance
with the Bid Price Rule by September 19, 2022. There can be no
assurance that the Company will be able to regain compliance with
the Bid Price Rule or that the Company will otherwise be compliant
with the other listing standards for the Nasdaq Global Capital
Market.
Forward Looking Statements
This Current Report contains forward-looking statements that
involve risks and uncertainties intended to be covered by the safe
harbor for “forward-looking statements” provided by
the Private Securities Litigation Reform Act of 1995, as amended.
All statements other than statements of current or historical fact
contained in this Current Report, including statements regarding
the Company’s expected clinical development timeline for the
Company’s product candidates, future financial position,
business strategy, new products, budgets, liquidity, cash flows,
projected costs, regulatory approvals, the impact of any laws or
regulations applicable to the Company, and plans and objectives of
management for future operations, are forward-looking statements.
The words “anticipate,” “believe,”
“continue,” “should,” “estimate,”
“expect,” “intend,” “may,” “plan,”
“project,” “will,” and similar expressions, as
they relate to us, are intended to identify forward-looking
statements. We have based these forward-looking statements on the
current expectations about future events held by management. While
we believe these expectations are reasonable, such forward-looking
statements are inherently subject to risks and uncertainties, many
of which are beyond the Company’s control. The
Company’s actual future results may differ materially from
those discussed here for various reasons. The Company discusses
many of these risks under the heading “Risk Factors”
in the Company’s Annual Report on Form 10-K filed with
the SEC on March 22, 2021, as updated by the Company’s other
filings with the SEC, including the proxy statement/prospectus
filed with the SEC on June 4, 2021.
Given these uncertainties, you should not place undue reliance
on these forward-looking statements. The forward-looking statements
included in this Current Report are made only as of the date
hereof. We do not undertake any obligation to update any such
statements or to publicly announce the results of any revisions to
any of such statements to reflect future events or
developments.
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.
Date: March 25, 2022
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Statera Biopharma, Inc.
By: /s/ Cozette
McAvoy
Name: Cozette McAvoy
Title: Chief Legal Officer
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