Form 8-K/A date of report 03-25-22 true
0001318641 0001318641 2022-03-25 2022-03-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
|
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 25,
2022
Statera Biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
|
001-32954
|
20-0077155
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
|
|
|
|
2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
|
|
(Address of Principal Executive Offices and zip code)
|
|
|
|
|
(888) 613-8802
|
|
(Registrant's Telephone Number, Including Area Code)
|
Securities registered or to be 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, par value $0.005
|
STAB
|
NASDAQ Capital Market
|
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. ☐
EXPLANATORY NOTE
On March 31, 2022, Statera Biopharma, Inc. (the “Company”)
filed a current report on Form 8-K (the “Original Report”)
to report, among other things, that two members of its board of
directors had resigned and that, as a result, the Company was no
longer in compliance with certain requirements of the Nasdaq Stock
Market’s Listing Rules. The Company is filing this Amendment No. 1
to Form 8-K/A (this “Amendment”) to revise certain
disclosures made in Item 3.01 of the Original Report with respect
to the ability of the Company to remediate and cure the
deficiencies. This Amendment does not amend any other item of the
Original Report or purport to provide an update or a discussion of
any developments at the Company subsequent to the filing date of
the Original Report.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On March 25, 2022, Randy Saluck and Lea Verny, each a member of the
board of directors (the “Board”) of the Company, resigned
from their positions as members of Board, effective immediately. At
the time of their resignations, Mr. Saluck and Ms. Verny each
served on the audit, nominating and corporate governance and
compensation committees of the Board. As a result of these
resignations, the Company is no longer in compliance with several
of the Nasdaq Stock Market’s (“NASDAQ”) governance
rules.
First, under NASDAQ Listing Rule 5605(b)(1), a majority of the
directors on the Board must be independent directors, as defined
under the NASDAQ rules. As of the effective time of the
resignations of Mr. Saluck and Ms. Verny, the Board is comprised of
one director who is independent under the NASDAQ Listing Rules and
two directors who are not independent.
Second, under NASDAQ Listing Rule 5605(c)(2)(A), the audit
committee of the Board must be comprised of at least three
independent directors, as defined under the NASDAQ rules. As of the
effective time of the resignations of Mr. Saluck and Ms. Verny, the
audit committee of the Board is comprised of one director who is
independent under the NASDAQ Listing Rules.
Third, under NASDAQ Listing Rules 5605(d)(2)(A) and 5605(d)(5), the
compensation committee of the Board must be comprised of at least
two independent directors, as defined under the NASDAQ Rules. As of
the effective time of the resignations of Mr. Saluck and Ms. Verny,
the compensation committee of the Board is comprised of only one
director who is independent under the NASDAQ Listing Rules.
On March 28, 2022, the Company provided formal notice to NASDAQ
disclosing the Company’s noncompliance with NASDAQ’s governance
requirements as described above. Under NASDAQ’s rules, because the
Company has only one independent director and one independent audit
committee member, there is no available cure period within which
the Company can regain compliance with the rules pertaining to the
composition of the Board and the audit committee of the Board.
Instead, the Company has until May 19, 2022 to submit a plan to
NASDAQ to regain compliance. If NASDAQ accepts the plan, NASDAQ can
grant an extension of up to 180 calendar days from April 4, 2022,
the date of NASDAQ’s letter to the Company regarding this
noncompliance matter, to evidence compliance. The Company intends
to submit a plan to NASDAQ to regain compliance by or before May
19, 2022.
In accordance with Nasdaq Listing Rule 5605(d)(4), the Company is
granted a cure period to regain compliance with the rules
pertaining to the composition of the compensation committee of the
Board, which cure period will expire upon the earlier of the
Company’s next annual stockholders’ meeting or March 25, 2023;
provided, however, that if the Company’s next annual stockholders’
meeting is held before September 21, 2022, then the Company must
evidence compliance no later than September 21, 2022. The Board
intends to appoint one or more new independent directors to fill
the vacancies on the compensation committee of the Board prior to
the expiration of such cure period in order to regain compliance
with NASDAQ Listing Rule 5605(d)(2)(A) pertaining to the
compensation committee of the Board.
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.
|
Statera Biopharma,
Inc.
|
|
|
|
|
|
|
|
|
|
Date:
April 13, 2022
|
By:
|
/s/ Cozette
McAvoy
|
|
|
Name: Cozette McAvoy
Title: Chief Legal Officer
|
|
Statera BioPharma (NASDAQ:STAB)
Historical Stock Chart
From Dec 2022 to Jan 2023
Statera BioPharma (NASDAQ:STAB)
Historical Stock Chart
From Jan 2022 to Jan 2023