GREENWICH, Conn., May 28, 2021 /PRNewswire/ -- Sarissa Capital
Acquisition Corp. (NASDAQ: SRSA) (the "Company"), today announced
it received a notice on May 28, 2021
from the Listing Qualifications Department of The Nasdaq Stock
Market ("Nasdaq") indicating that as a result of the Company's
failure to timely file its Quarterly Report on Form 10-Q for the
period ended March 31, 2021 (the
"Quarterly Report"), the Company no longer complies with the
continued listing requirements set forth in Nasdaq Listing Rule
5250(c)(1). The notice has no immediate impact on the listing of
the Company's securities, which will continue to trade on the
Nasdaq Capital Market, subject to the Company's compliance with
other applicable continued listing requirements.
As previously disclosed in the Current Report on Form 8-K filed
by the Company on May 21, 2021 (the
"Form 8-K"), on April 12, 2021, the
Acting Director of the Division of Corporation Finance and Acting
Chief Accountant of the U.S. Securities and Exchange Commission
(the "SEC") issued a statement (the "Statement") discussing the
accounting implications of certain terms that are common in
warrants issued by special purpose acquisition companies.
Specifically, the Statement focused on certain settlement terms and
provisions that are similar to those contained in the warrant
agreement relating to the Company's outstanding warrants entered
into in connection with the Company's initial public offering (the
"IPO"). In light of the Statement, the Company's management
reevaluated the accounting treatment of (i) the 6,666,667
redeemable warrants that were included in the units issued by the
Company in its IPO and (ii) the 3,333,333 redeemable warrants that
were issued to the Company's sponsor and the 666,667 redeemable
warrants that were issued to the IPO underwriter, in each case in a
private placement that closed concurrently with the closing of the
IPO (collectively, the "Warrants"), and determined to classify the
Warrants as derivative liabilities measured at fair value, with
changes in fair value each period reported in earnings. While the
Company has not generated any operating revenues to date and will
not generate any operating revenues until after completion of its
initial business combination, at the earliest, the change in fair
value of the Warrants is a non-cash charge and will be reflected in
the Company's statement of operations.
As previously reported in the Form 8-K, on May 19, 2021, the Company's management, after
consultation with the audit committee of the board of directors of
the Company, concluded that, in light of the Statement, it is
appropriate to restate the Company's previously issued (1) audited
balance sheet, dated October 23,
2020, included in the Form 8-K that was filed on
October 29, 2020, and (2) the
Company's audited financial statements for the year ended
December 31, 2020, and for the period
from August 12, 2020 (inception)
through December 31, 2020, included
in the Annual Report on Form 10-K that was filed on March 31, 2021 (the "Relevant Periods"). The
Company will file an amendment to its Annual Report on Form 10-K as
of December 31, 2020 (the "Amended
Annual Report"), which will include the restated audited financial
statements for the Relevant Periods.
Given the scope of the process for evaluating the impact of the
Statement on the Company's financial statements and the Company's
management's focus on preparing the Amended Annual Report
containing restated financial statements for the Relevant Periods,
the Company was unable to complete and file the Quarterly Report by
the required due date of May 17,
2021. On May 17, 2021, the
Company filed a Form 12b-25 Notification of Late Filing with the
SEC related to the Quarterly Report. The Company is working
diligently to prepare and file the Amended Annual Report and the
Quarterly Report as soon as reasonably practicable.
The notice advises that under Nasdaq rules, the Company now has
60 calendar days from the date of the notice to submit a plan to
regain compliance with Nasdaq's continued listing requirements. If
Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180
calendar days from the filing due date, or until November 15, 2021, to regain compliance. If
Nasdaq does not accept the plan, the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel.
Cautionary Note Concerning Forward-Looking
Statements
This press release contains statements that constitute
"forward-looking statements", including with respect to the Amended
Annual Report, the Quarterly Report and the Company's compliance
with the Nasdaq listing rules. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the "Risk
factors" section of the Company's registration statement and
prospectus for the Company's offering filed with the SEC. Copies
are available on the SEC's website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by
law.
About Sarissa Capital Acquisition Corp.
Sarissa Capital Acquisition Corp. (the "Company") is a new blank
check company incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. The
Company's sponsor, Sarissa Capital Acquisition Sponsor LLC, was
capitalized by investment funds managed by Sarissa Capital
Management LP, which was founded by Alex
Denner, Ph.D. While the Company may pursue an acquisition
opportunity in any industry or sector, it intends to focus on the
healthcare industry in the United
States and other developed countries.
Contact
Eric Vincent
Sarissa Capital Acquisition Corp.
203-302-2460
Media Contacts:
Steve Bruce / Taylor Ingraham
ASC Advisors
203-992-1230
sbruce@ascadvisors.com / tingraham@ascadvisors.com
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SOURCE Sarissa Capital Acquisition Corp.