Current Report Filing (8-k)
October 09 2020 - 4:01PM
Edgar (US Regulatory)
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):
October 6, 2020
Onconova Therapeutics, Inc.
(Exact name of Registrant as specified in
its charter)
Delaware
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001-36020
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22-3627252
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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375 Pheasant Run
Newtown, PA 18940
(267) 759-3680
(Address, Including Zip Code, and
Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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 (17CFR 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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ONTX
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The Nasdaq Stock Market LLC
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Common Stock Warrants
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ONTXW
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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 ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing
Listing Rule or Standard; Transfer of Listing.
On October 6,
2020, Onconova Therapeutics, Inc. (the “Company”) received a letter from The Nasdaq Capital Market (“Nasdaq”)
indicating that the Company has failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2).
Nasdaq Listing Rule 5550(a) (2) requires that companies listed on Nasdaq maintain a minimum closing bid price of
at least $1.00 per share.
Under Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a 180 calendar day grace period, or until April 5, 2021, to regain compliance by
meeting the continued listing standard. The continued listing standard will be met if the Company’s common stock has a minimum
closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the 180 calendar day grace
period.
If the Company is not
in compliance by April 5, 2021, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify,
the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company
would be required to notify Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period,
by effecting a reverse stock split, if necessary.
If the Company does
not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq
will provide notice that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the
Nasdaq Staff’s determination to a Nasdaq Hearings Panel.
The Company intends
to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the noncompliance
with the minimum bid price requirement.
There can be no assurance
that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with
other Nasdaq listing criteria.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 9, 2020
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Onconova Therapeutics, Inc.
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By:
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/s/ MARK GUERIN
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Name: Mark Guerin
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Title: Chief Financial Officer
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