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0001401395
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2024-03-05
2024-03-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 5, 2024
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NEPTUNE WELLNESS SOLUTIONS INC.
(Exact name of Registrant as Specified in Its Charter)
| Québec |
001-33526
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98-1504882
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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545 Promenade du Centropolis
Suite 100
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Laval, Québec, Canada
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H7T 0A3
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (450) 687-2262
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(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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares, no par value per share
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NEPT
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The NASDAQ Stock Market LLC
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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 March 5, 2024, Neptune Wellness Solutions Inc. (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that trading of the Company’s common stock (the “Common Stock”) will be suspended from The Nasdaq Capital Market at the opening of business on March 7, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company has the right to request a review of the decision from the Nasdaq Listing Council within 15 days from the date of the Staff Determination. The Company is seeking to subsequently have its Common Stock quoted on the OTCQB® Venture Market of the OTCMarkets.
Item 7.01 Regulation FD Disclosure
On March 6, 2024, the Company issued a press release related to the information described in Item 3.01 above. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information set forth in this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed or furnished, as applicable, with this Current Report on Form 8-K.
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Exhibit
Number
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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Neptune Wellness Solutions Inc.
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Date:
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March 6, 2024
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By:
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/s/ Lisa Gainsborg |
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Lisa Gainsborg
Interim Chief Financial Officer
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Exhibit 99.1
SOURCE: Neptune Wellness Solutions Inc.
Neptune Announces Decision of Nasdaq Hearings Panel To Delist Common Shares
LAVAL, QUÉBEC, CANADA – March 6, 2024 – Neptune Wellness Solutions Inc. ("Neptune" or the "Company") (NASDAQ: NEPT), today announced an update on the status of its appeal against the determination of the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) to delist the Company’s common shares (“Common Shares”).
As previously disclosed, the Company had been notified by Nasdaq on November 30, 2023 that it was 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 Common Shares on Nasdaq closed below US$1.00 for 30 consecutive trading days and 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 for continued listing. The Company submitted a request for a hearing to the to the Nasdaq Hearings Panel (the “Panel”) to appeal the delisting determination.
The Panel hearing took place on February 29, 2024. On March 5, the Company received a written decision of the Panel pursuant to which the Panel upheld the delisting determination and denied the Company’s requests for additional time to rectify the deficiencies. The Company has the right to request a review of the Panel Decision from the Nasdaq Listing Council within 15 days from the date of the Panel Decision.
The trading of the Company’s Common Shares on Nasdaq will be suspended as of the opening of business on March 7, 2024. The Company is seeking to have its Common Shares quoted on the OTCQB® Venture Market of the OTCMarkets.
About Neptune Wellness Solutions Inc.
Neptune is a consumer-packaged goods company that aims to innovate health and wellness products. Founded in 1998 and headquartered in Laval, Quebec with a United States headquarters in Jupiter, Florida, the company focuses on developing a portfolio of high-quality, affordable consumer products that align with the latest market trends for natural, sustainable, plant-based and purpose-driven lifestyle brands. The company's products are available in more than 29,000 retail locations and include well-known organic food and beverage brands such as Sprout Organics, Nosh, and Nurturme, as well as nutraceuticals brands like Biodroga and Forest Remedies. With its efficient and adaptable manufacturing and supply chain infrastructure, the company can quickly respond to consumer demand, and introduce new products through retail partners and e-commerce channels. Please visit neptunewellness.com for more details.
Disclaimer – Safe Harbor Forward–Looking Statements
Statements in this news release that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of Neptune to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “projects”, “anticipates”, “will”, “should” or “plans” to be uncertain and forward-looking. Forward-looking statements relate to future events or future performance and reflect management’s expectations or beliefs regarding future events including, but not limited to, statements with respect to the listing and timing of listing of the Company’s common shares on the OTCQB® Venture Market of the OTCMarkets. Although the Company believes that the assumptions and factors used in preparing the forward-looking information or forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking statements and information included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement and the “Cautionary Note Regarding Forward-Looking Information” section contained in Neptune’s latest Annual Report on Form 10-K and its subsequent filings, which are available on EDGAR at www.sec.gov/edgar.shtml. All forward-looking statements in this news release are made as of the date of this news release. Neptune does not undertake to update any such forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Going Concern
As of the date this press release, there is minimal cash balance at the Company. The Company requires funding in the very near term in order to continue its operations and is considering all strategic alternatives that may be available, including debt financing and asset divestitures, in order to generate cash to fund operations. The Company’s lack of cash resources and current share price may adversely affect its ability to raise new capital, maintain its NASDAQ listing and execute its business strategy. If the Company is unable to obtain funding in the near term, it may have to cease operations and liquidate its assets. These conditions cast substantial doubt about the Company's ability to continue as a going concern.
Media Contacts:
media@neptunecorp.com
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Mar. 05, 2024 |
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NEPTUNE WELLNESS SOLUTIONS INC.
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Mar. 05, 2024
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