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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): January 7, 2025

 

  Entero Therapeutics, Inc.  
  (Exact name of registrant as specified in its charter)  

 

Delaware   001-37853   46-4993860
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

777 Yamato Road, Suite 502

Boca Raton, Florida

   33431
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (561) 589-7020

 

Not Applicable

(Former name or former address, if changed since last report)

 

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))

 

Securities 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 $0.0001 per share   ENTO   Nasdaq Capital Market

 

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. ¨

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 7, 2025, Entero Therapeutics, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a), due to the Company not holding an annual meeting of stockholders in 2024 within one year of the Company’s 2023 fiscal year end. The Company has until February 21, 2025, which is 45 days from the date of the Notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant up to 180 calendar days from the fiscal year end, or until June 30, 2025, for the Company to regain compliance for continued listing.

 

The Company intends to hold an annual meeting of shareholders as soon as practicable in order to regain compliance with Nasdaq Listing Rule 5620(a). The Company is working towards scheduling such meeting and the meeting’s date will be provided on further notice. The Company will also be filing a proxy statement for such meeting with the Securities and Exchange Commission.

 

The notice has no immediate effect on the listing or trading of the Company’s common stock. The Company will seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5620(a) or will otherwise be able to maintain compliance with other Nasdaq listing criteria.

 

 

 

 

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.

 

  Entero Therapeutics, Inc.
   
January 13, 2025 By: /s/ James Sapirstein
  Name: James Sapirstein
  Title: Chief Executive Officer

 

 

 

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Jan. 07, 2025
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jan. 07, 2025
Entity File Number 001-37853
Entity Registrant Name Entero Therapeutics, Inc.
Entity Central Index Key 0001604191
Entity Tax Identification Number 46-4993860
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 777 Yamato Road
Entity Address, Address Line Two Suite 502
Entity Address, City or Town Boca Raton
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33431
City Area Code 561
Local Phone Number 589-7020
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol ENTO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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