UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 19, 2019
EYEGATE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-36672 | 98-0443284 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
271 Waverley Oaks Road
Suite 108 Waltham, MA |
02452 | |
| (Address of principal executive offices) | (Zip Code) |
(781) 788-9043
(Registrant’s telephone number, including area code)
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 x
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. x
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, EyeGate Pharmaceuticals, Inc. (the “Company”) received written notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on March 22, 2018, indicating that the Company no longer satisfied Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires an issuer to maintain a closing bid price of at least $1.00 per share, as the bid price for the Company’s common stock had closed below $1.00 per share for the prior 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted a grace period of 180 days, through September 17, 2018, to regain compliance with the Bid Price Rule.
As previously reported on September 25, 2018, Nasdaq notified the Company in writing that although the Company had not regained compliance with the Bid Price Rule, it was eligible for an additional 180-day compliance period, through March 18, 2019, to evidence compliance with the Bid Price Rule. Nasdaq’s determination was based on the Company having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Rule, and the Company’s written notice to Nasdaq of its intention to cure the deficiency by effecting a reverse stock split, if necessary.
On March 19, 2019, the Staff notified the Company by letter that, based upon the Company’s continued non-compliance with the Bid Price Rule as of March 18, 2019, the Company’s common stock would be subject to delisting from Nasdaq on March 28, 2019, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
The Company plans to timely request a hearing before the Panel, which request will stay any delisting action by the Staff pending the issuance of the Panel’s decision following the hearing and the expiration of any extension period that may be granted by the Panel. At the hearing, the Company will present its plan to evidence compliance with the Bid Price Rule and request an extension of time within which to do so. The Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “EYEG” pending the ultimate conclusion of the hearing process.
There can be no assurances that the Panel will grant the Company’s request for continued listing or that the Company will be able to evidence compliance with all applicable requirements for continued listing on The Nasdaq Capital Market within any extension of time that may be granted by the Panel.
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.
| EYEGATE PHARMACEUTICALS, INC. | |||
| By: | /s/ Stephen From | ||
| Stephen From | |||
| President and Chief Executive Officer | |||
| Date: March 22, 2019 | |||