UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 001-39137
AnPac Bio-Medical Science Co., Ltd.
(Registrant’s name)
801 Bixing Street, Bihu County
Lishui, Zhejiang Province 323006
The People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b) (1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b) (7): ¨
AnPac Bio-Medical Science Co., Ltd. (the “Company”)
has received a written notification from Nasdaq Stock Market, LLC. (“Nasdaq”) dated March 8, 2022 indicating that the
minimum closing bid price per share for its American Depositary Shares (the “ADS”) was below $1.00 for a period of 30 consecutive
business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Rule”). This current report is filed pursuant to Nasdaq Listing Rule 5810(b). This notification does not impact the listing
and trading of the Company’s ADS at this time.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance
period of 180 calendar days, or until September 5, 2022 (the “Compliance Period”), to regain compliance with Nasdaq’s
minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company's ADS is at
least $1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and
the matter will be closed.
In the event the Company does not regain compliance by September 5,
2022, the Registrant may be eligible for an additional 180 calendar day grace period by transferring from Nasdaq Global Market to Nasdaq
Capital Market. To qualify, the Company must submit, no later than the expiration date, an on-line Transfer Application and submit a
non-refundable $5,000 application fee. The Company will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards, with the exception of the bid price requirement, and will 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.
As previously filed, the Company has a separate Nasdaq Global Market
deficiency in the requirement that it maintain a minimum Market Value of Public Held Shares (“MVPHS”) of US$15 million. The
Company has until July 18, 2022 to regain compliance with the MVPHS requirement. Also as previously filed, the Company has a separate
Nasdaq Global Market deficiency in the requirement that it maintain a minimum Market Value of Listed Securities (“MVLS”)
of US$50 million. The Company has until March 23, 2022 to regain compliance with the MVLS requirement. Resolving any of the Minimum Bid
Price deficiency, MVPHS deficiency and MVLS deficiency will not automatically resolve any of the other deficiencies. In addition, although
the Company may be eligible for a further extension of up to 180 calendar days to return to compliance with continued listing requirements,
such extensions are contingent on the absence of any other deficiencies.
The Company continues to execute its business plan and is looking
into various options available to regain compliance, and applying the transfer from the Nasdaq Global Market to the Nasdaq Capital Market.
Special Note Concerning Forward Looking Statements
This announcement contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are relating
to the Company’s future financial and operating performance. The Company has attempted to identify forward-looking statements by
terminologies including “believes,” “estimates,” “anticipates,” “expects,” “plans,”
“projects,” “intends,” “potential,” “target,” “aim,” “predict,”
“outlook,” “seek,” “goal” “objective,” “assume,” “contemplate,”
“continue,” “positioned,” “forecast,” “likely,” “may,” “could,”
“might,” “will,” “should,” “approximately” or other words that convey uncertainty of
future events or outcomes to identify these forward-looking statements. These statements are based on current expectations, assumptions
and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. These
statements also involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to
be materially different from those expressed or implied by any forward-looking statement. Known and unknown risks, uncertainties and
other factors include, but are not limited to, the implementation of our business model and growth strategies; trends and competition
in the cancer screening and detection market; our expectations regarding demand for and market acceptance of our cancer screening and
detection tests and our ability to expand our customer base; our ability to obtain and maintain intellectual property protections for
our CDA technology and our continued research and development to keep pace with technology developments; our ability to obtain and maintain
regulatory approvals from the NMPA, the FDA and the relevant U.S. states and have our laboratories certified or accredited by authorities
including the CLIA; our future business development, financial condition and results of operations and our ability to obtain financing
cost-effectively; potential changes of government regulations; general economic and business conditions in China and elsewhere; our ability
to hire and maintain key personnel; our relationship with our major business partners and customers; and the duration of the coronavirus
outbreaks and their potential adverse impact on the economic conditions and financial markets and our business and financial performance,
such as resulting from reduced commercial activities due to quarantines and travel restrictions instituted by China, the U.S. and many
other countries around the world to contain the spread of the virus. Additionally, all forward-looking statements are subject to the
“Risk Factors” detailed from time to time in the Company’s most recent Annual Report on Form 20-F and other filings
with the U.S. Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should
not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and,
except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for
any reason.
EXHIBIT INDEX
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, thereunto duly authorized.
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AnPac Bio-Medical Science Co., Ltd. |
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|
(Registrant) |
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|
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| Date: March 11, 2022 |
By: |
/s/ Dr. Chris Chang Yu |
| |
Name: |
Dr. Chris Chang Yu |
| |
Title: |
Chairman of the Board of Directors and Chief Executive Officer |
Exhibit
99.1
PRESS
RELEASE |
 |
AnPac
Bio-Medical Sciences Announces Receipt of NASDAQ Deficiency Notice Regarding Minimum Bid Price Requirement
Philadelphia,
PA, March 11, 2022 – AnPac Bio-Medical Science Co., Ltd. (“AnPac Bio,” the “Company” or “we”)
(ANPC), a biotechnology company with operations in the United States and China focused on early cancer screening and detection, announced
today that on March 8, 2022, it received a written notice (the "Notice") from the Listing Qualifications Department of
The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with the minimum bid price requirement
of US$1.00 per share under the Nasdaq Listing Rules (the "Listing Rules"). Based on the closing bid price of the
Company's listed securities for the last 30 consecutive business days from January 24, 2022 to March 7, 2022, the Company
has failed to meet the minimum bid price requirement set forth in Listing Rule 5450(a)(1) during that period. The Notice is only a notification
of deficiency. It is not a notice of imminent delisting, and it has no current immediate effect on the listing or trading of the Company's
securities on the Nasdaq Capital Market.
The
Notice states that under Listing Rule 5810(c)(3)(A) the Company is provided with a period of 180 calendar days, or September 5, 2022,
to regain compliance with the Listing Rules. To regain compliance with the Listing Rules, the Company's listed securities price must
be at least US$1.00 for a minimum of ten consecutive business days. In the event the Company does not regain compliance by September
5, 2022, the Company may be eligible for additional time to regain compliance or may face delisting.
As
previously announced, the Company has a separate Nasdaq Global Market deficiency in the requirement that it maintain a minimum Market
Value of Listed Securities (“MVLS”) of US$50 million. The Company has until March 23, 2022 to regain compliance with the
MVLS requirement. Also as previously announced, the Company has a separate Nasdaq Global Market deficiency in the requirement that it
maintain a minimum Market Value of Public Held Shares (“MVPHS”) of US$15 million. The Company has until July 18, 2022 to
regain compliance with the MVPHS requirement. Resolving any of the minimum bid price deficiency, MVPHS deficiency and MVLS deficiency
will not resolve any of the other deficiencies. In addition, although the Company may be eligible for a further extension of up to 180
calendar days to return to compliance with continued listing requirements, such extensions are contingent on the absence of any other
deficiencies.
The
Company intends to continue to monitor the closing bid price of its ordinary shares between now and September 5, 2022, and
to evaluate its available options to regain compliance within the compliance period. The Company fully intends to resolve the deficiency
and regain compliance with the Listing Rules.
About
AnPac Bio
AnPac
Bio is a biotechnology company focused on early cancer screening and detection, with 150 issued patents as of September 30, 2021. With
two certified clinical laboratories in China and one CLIA and CAP accredited clinical laboratory in the United States, AnPac Bio performs
a suite of cancer screening and detection tests, including CDA (Cancer Differentiation Analysis), bio-chemical, immunological, and genomics
tests. According to a report by Frost & Sullivan, AnPac Bio ranked first globally in multi-cancer screening and detection test
sample volume (accumulative to January 2021). AnPac Bio’s CDA technology platform has been shown in retrospective validation
studies to be able to detect the risk of over 20 different cancer types with high sensitivity and specificity.
For
more information, please visit: https://www.Anpacbio.com.
For
investor and media inquiries, please contact:
Company:
Phil
Case, Marketing and Investor Relations
Phone:
+1-267-810-6776 (US)
Email: phil_case@AnPacbio.com
Investor
Relations:
Ascent
Investor Relations LLC
Tina Xiao, President
Phone: +1-917-609-0333 (US)
Email: tina.xiao@ascent-ir.com
Safe
Harbor Statement
This
announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are made under the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and are relating to the Company's future financial and operating performance. The Company has
attempted to identify forward-looking statements by terminologies including "believes," "estimates," "anticipates,"
"expects," "plans," "projects," "intends," "potential," “target,” “aim,”
“predict,” “outlook,” “seek,” “goal” “objective,” “assume,” “contemplate,”
“continue,” “positioned,” “forecast,” “likely,” "may," "could," "might,"
"will," "should," "approximately" or other words that convey uncertainty of future events or outcomes to
identify these forward-looking statements. These statements are based on current expectations, assumptions and uncertainties involving
judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and many of which are beyond the Company's control. These statements also involve known
and unknown risks, uncertainties and other factors that may cause the Company's actual results to be materially different from those
expressed or implied by any forward-looking statement. Known and unknown risks, uncertainties and other factors include, but are not
limited to, our ability to comply with Nasdaq Listing Rules, the implementation of our business model and growth strategies; trends and
competition in the cancer screening and detection market; our expectations regarding demand for and market acceptance of our cancer screening
and detection tests and our ability to expand our customer base; our ability to obtain and maintain intellectual property protections
for our CDA technology and our continued research and development to keep pace with technology developments; our ability to obtain and
maintain regulatory approvals from the NMPA, the FDA and the relevant U.S. states and have our laboratories certified or accredited by
authorities including the CLIA; our future business development, financial condition and results of operations and our ability to obtain
financing cost-effectively; potential changes of government regulations; general economic and business conditions in China and elsewhere;
our ability to hire and maintain key personnel; our relationship with our major business partners and customers; and the duration of
the coronavirus outbreaks and their potential adverse impact on the economic conditions and financial markets and our business and financial
performance, such as resulting from reduced commercial activities due to quarantines and travel restrictions instituted by China, the
U.S. and many other countries around the world to contain the spread of the virus. Additionally, all forward-looking statements are subject
to the “Risk Factors” detailed from time to time in the Company's most recent Annual Report on Form 20-F and other filings
with the U.S. Securities and Exchange Commission. Because of these and other risks, uncertainties and assumptions, undue reliance should
not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and,
except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for
any reason.