Current Report Filing (8-k)
25 April 2020 - 7:01AM
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): April 21, 2020
ABEONA
THERAPEUTICS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-15771
|
|
83-0221517
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
1330
Avenue of the Americas, 33rd Floor,
New
York, NY 10019
(Address
of principal executive offices) (Zip Code)
(646)
813-4712
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
[ ]
|
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
|
|
Name
of each exchange on which registered
|
Common Stock,
$0.01 par value
|
|
ABEO
|
|
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
April 21, 2020, Abeona Therapeutics Inc. (the “Company”) notified the Nasdaq Stock Market (“Nasdaq”) that
the previously-disclosed departures of two directors from the Company’s Board of Directors (the “Board”) resulted
in noncompliance with the independent director and audit committee requirements set forth in Listing Rules 5605(b)(1) and 5605(c)(2)(A).
More specifically, the Board currently is not comprised of a majority of “independent directors” within the meaning
of Listing Rule 5605(a)(2), and the Board’s Audit Committee does not have at least three members, each of whom is independent
and meets the criteria for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. As previously
disclosed in the Company’s Current Report on Form 8-K filed on April 21, 2020, the departures from the Board were effective
upon the appointment on April 15, 2020 of Brian J.G. Pereira, M.D. and Shawn Tomasello to serve on the Board, effective
immediately. Dr. Pereira and Ms. Tomasello were each nominated pursuant to a letter agreement dated as of December 20, 2019, between
the Company and affiliates of Great Point Partners, LLC, which granted Great Point Partners, LLC the right to nominate two members
to the Company’s Board. Currently, the Board has four independent members and four non-independent members.
In
addition, on April 22, 2020 the Company received a letter from Nasdaq (the “Notice”) acknowledging the Company’s
noncompliance. The Notice states that, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company is entitled to
cure the noncompliance, and the cure period is defined as (i) until the earlier of the Company’s next annual stockholders’
meeting or April 12, 2021; or (ii) if the next annual stockholders’ meeting is held on or before October 12, 2020, then
the Company must evidence compliance no later than October 12, 2020. Because the Company’s next annual stockholder’s
meeting will occur before October 12, 2020, the Company is entitled to the October 12, 2020 cure date.
The
Board and its Nominating and Corporate Governance Committee are in the process of identifying and selecting a suitable candidate
to join the Board who would both qualify as “independent” and meet the Audit Committee criteria set forth in Listing
Rule 5605(c)(2)(A), and have hired an independent recruiting firm to assist in identifying such a candidate. The Board intends
to regain compliance with the independent director and audit committee requirements by or before the end of the cure period described
above.
The
Notice has no effect on the listing of the Company’s common stock at this time, and the Company’s common stock continues
to trade on The Nasdaq Capital Market under the symbol “ABEO.”
SIGNATURE
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.
April 24, 2020
|
Abeona Therapeutics Inc.
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/
Edward G. Carr
|
|
Name:
|
Edward G. Carr
|
|
Title:
|
Chief Accounting Officer
|
Abeona Therapeutics (NASDAQ:ABEO)
Historical Stock Chart
From Apr 2024 to May 2024
Abeona Therapeutics (NASDAQ:ABEO)
Historical Stock Chart
From May 2023 to May 2024