Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 4, 2023, Corbus Pharmaceuticals Holdings, Inc. (the "Company")
received a letter from the Listing Qualifications Staff (the "Staff") of The
Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's
continued non-compliance with the minimum bid price requirement in Nasdaq
Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement") for continued
listing on The Nasdaq Capital Market, the Staff had determined to delist the
Company's securities from Nasdaq unless the Company timely requests a hearing
before the Nasdaq Hearings Panel (the "Panel").
The Company intends to timely request a hearing before the Panel, at which
hearing the Company will provide its plan to regain compliance with the Minimum
Bid Price Requirement. The Company's request for a hearing will stay any
suspension or delisting action by Nasdaq pending the Panel's final decision.
On December 20, 2022, the Company held a special meeting of stockholders at
which the Company's stockholders approved the adoption and approval of an
amendment to the Company's Amended and Restated Certificate of Incorporation, as
amended, to effect a reverse stock split of the shares of the Company's common
stock, issued and outstanding or held by the Company in treasury, at a specific
ratio, ranging from one-for-four (1:4) to one-for-forty (1:40), with the exact
ratio to be determined by the Company's board of directors without further
approval or authorization of the Company's stockholders.
As previously disclosed, the Staff's determination follows the receipt by the
Company of a deficiency notice from the Staff on January 3, 2022, indicating
that based upon the closing bid price of the Company's common stock for the
prior 30 consecutive business days, the Company was not in compliance with the
Minimum Bid Price Requirement. In accordance with Nasdaq Listing Rule
5810(c)(3)(A), the Company was provided a grace period of 180 days, or until
July 5, 2022, to regain compliance with the Minimum Bid Price Requirement. On
July 8, 2022, the Company transferred to The Nasdaq Capital Market and it was
afforded the remainder of The Nasdaq Capital Market's second 180 day calendar
day compliance period, or until January 3, 2023, to demonstrate compliance with
the Minimum Bid Price Requirement. However, as disclosed above, the Company did
not regain compliance with the Minimum Bid Price Requirement by January 3, 2023.
Item 8.01 Other Events.
The Company is including the below update to its risk factors, for the purpose
of supplementing and updating the disclosure contained in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities
and Exchange Commission (the "SEC") on March 8, 2022 and its Quarterly Reports
on Form 10-Q for the period ended March 31, 2022, filed with the SEC on May 10,
2022, for the period ended June 30, 2022, filed with the SEC on August 9, 2022,
and for the period ended September 30, 2022, filed with the SEC on November 8,
2022.
Risks Related to our Common Stock
Our failure to maintain compliance with Nasdaq's continued listing requirements
could result in the desilting of our common stock
On January 3, 2022, we received a letter (the "Notice") from the Listing
Qualifications Staff (the "Staff) of the Nasdaq Stock Market, LLC ("Nasdaq")
indicating that, based upon the closing bid price of our common stock for the
last 30 consecutive business days, we are not in compliance with the requirement
to maintain a minimum bid price of $1.00 per share for continued listing on the
Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the
"Minimum Bid Price Requirement"). We were provided a compliance period of 180
calendar days from the date of the Notice, or until July 5, 2022, to regain
compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing
Rule 5810(c)(3)(A). On July 6, 2022, we transferred to The Nasdaq Capital Market
and we were afforded the remainder of The Nasdaq Capital Market's second 180
calendar day compliance period, or until January 3, 2023, to regain compliance
with the Minimum Bid Price Requirement.
On January 4, 2023, we received notice from the Staff that due to our continued
non-compliance with the Minimum Bid Price Requirement, it had determined to
delist our securities from The Nasdaq Capital Market unless we timely request a
hearing before the Nasdaq Hearings Panel (the "Panel"). We intend to timely
request a hearing before the Panel, at which hearing we will provide our plan to
regain compliance with the Minimum Bid Price Requirement.
We will continue to monitor the closing bid price of our common stock and seek
to regain compliance with all applicable Nasdaq requirements within any
compliance periods provided and may, if appropriate, consider available options,
including implementation of a reverse stock split, to regain compliance with the
Minimum Bid Price Requirement. If we seek to implement a reverse stock split in
order to remain listed on Nasdaq, the announcement or implementation of such a
reverse stock split could negatively affect the price of our common stock. There
can be no assurance that we will regain compliance with the Minimum Bid Price
Requirement during any compliance period provided by Nasdaq or maintain
compliance with the other Nasdaq listing requirements. A delisting could
substantially decrease trading in our common stock, adversely affect the market
liquidity of our common stock as a result of the loss of market efficiencies
associated with Nasdaq and the loss of federal preemption of state securities
laws, adversely affect our ability to obtain financing on acceptable terms, if
at all, and may result in the potential loss of
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confidence by investors, suppliers, customers and employees and fewer business
development opportunities. Additionally, the market price of our common stock
may decline further and stockholders may lose some or all of their investment.
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