Genprex Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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Washington, D.C. 20549 

   

 

 

FORM 8-K 

    

 

 

 

Date of report (Date of earliest event reported)

 

 

Registrant’s telephone number, including area code: (512) 537-7997

 

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 (see General Instruction A.2. below):

 

 

 

 

 

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

 

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. ☐

 

 

 

 

On February 7, 2025, Genprex, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 

The Nasdaq notification has no immediate effect on the listing or trading of the Company’s Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until August 6, 2025 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. 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 10 consecutive business days, subject to the Staff’s discretion to extend such 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide the Company written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify for such additional compliance period, the Company would have to (i) meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of The Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and (ii) provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary. If the Company is not eligible for the additional compliance period or it appears to the Staff that the Company will not be able to cure the deficiency, the Staff will provide written notice to the Company that its Common Stock will be subject to delisting. The Company may appeal any such delisting determination to a Nasdaq hearings panel, but there can be no assurance that any such appeal would be successful.

 

The Company intends to monitor the closing bid price of its Common Stock and will assess potential actions to regain compliance with the Minimum Bid Price Requirement. 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 days to regain compliance or otherwise maintain compliance with the other Nasdaq continued listing requirements.

 

Additionally, as previously disclosed in the Company’s Current Report on Form 8-K filed on November 19, 2024, the Company previously received a letter from the Staff of Nasdaq notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1). On December 30, 2024, the Company submitted to the Staff a plan to regain compliance with Listing Rule 5550(b)(1). On February 11, 2025, the Staff notified the Company that it granted an extension to regain compliance with the minimum stockholders’ equity requirement, as further described below. The terms of the extension granted by the Staff are as follows: the Company must report $2.5 million in stockholders’ equity in its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025 (the due date of such Form 10-Q being May 15, 2025 under Securities and Exchange Commission rules), and include an affirmative statement that, as of the date the report is filed, the Company believes it has regained and can maintain compliance with the stockholders’ equity requirement. In the event the Company does not satisfy these terms, the Staff will provide written notification that is securities will be delisted. If the Staff determines to delist the Company’s Common Stock, the Company will have the right to appeal to a Nasdaq hearings panel, but there can be no assurance that any such appeal would be successful. There can be no assurance that the Company will regain compliance with the minimum stockholders’ equity requirement during the extension period.

 

 

(d) Exhibits.

 

 

 

 

 

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.