Neptune Wellness Solutions 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

false 0001401395 0001401395 2023-11-30 2023-11-30

 

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (450) 687-2262

 

 

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 November 30, 2023, Neptune Wellness Solutions Inc. (the “Company”) received a letter from the staff of the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ Staff”) indicating that unless the Company requests a hearing before the NASDAQ Listing Qualifications Panel (“Panel”) by December 7, 2023, the Company's common stock would be subject to delisting based upon its non-compliance with NASDAQ's Minimum Bid Requirement (as defined below) and NASDAQ’s Stockholders’ Equity Requirement (as defined below), as set forth in NASDAQ Listing Rules 5550(a)(2) and 5550 (b)(1), respectively.

 

The notification specified that the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market (NASDAQ Listing Rule 5550(a)(2)), as the bid price for the company’s common shares on Nasdaq closed below US$1.00 (the "Minimum Bid Requirement") for 30 consecutive trading days. As the Company previously implemented two reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, it is not eligible for any compliance period specified in Rule 5810(c)(3)(A).

 

In addition, as previously disclosed, the Company received notification on July 19, 2023, that it was not in compliance with the minimum stockholders’ equity requirement (NASDAQ Listing Rule 5550(b)(1)), as the Company's stockholders’ equity was below the minimum US$2.5 million required (the "Stockholders’ Equity Requirement"). The Company was provided 180 calendar days, or until January 16, 2024, to regain compliance with the Stockholders’ Equity Requirement. This deficiency serves as an additional and separate basis for delisting.

 

The Company intends to appeal the determination made by the NASDAQ Staff on or before December 7, 2023, pursuant to the procedures set forth in the NASDAQ Listing Rules. The Nasdaq Listing Rules provide that the Company may request a hearing before the Panel, and such hearing request will stay the suspension of the Company's securities pending the Panel's decision. There can be no assurance as to the success or outcome of the hearing request.

 

The Company issued a press release on December 4, 2023, disclosing receipt of the November 30, 2023 letter from NASDAQ. A copy of the press release is furnished herewith as Exhibit 99.1.

 

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K

 

 

 

 

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.