Current Report Filing (8-k)
22 December 2022 - 10:03PM
Edgar (US Regulatory)
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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
Date of Report (date of earliest event reported): December 15,
2022
ANGION BIOMEDICA CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39990 |
11-3430072
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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51 Charles Lindbergh Boulevard |
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Uniondale, New York 11553
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(Address of principal executive offices, including zip code
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(415) 655-4899
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:
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(Title of each class) |
(Trading Symbol) |
(Name of exchange on which registered) |
Common Stock |
ANGN |
The Nasdaq Global Select 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.
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
On December 15, 2022, Angion Biomedica Corp. received a letter from
the
Nasdaq Listing Qualifications Staff
of The Nasdaq Stock Market notifying Angion that for the last 30
consecutive business days the bid price of Angion’s common stock
had closed below $1.00 per share, the minimum closing bid price
required by the continued listing requirements of Nasdaq listing
rule 5450(a)(1).
The notification received has no immediate effect on the listing
of
Angion’s
common stock on Nasdaq and Angion does not believe the notification
will adversely impact its ongoing strategic realignment process,
previously announced July 25, 2022.
In accordance with listing rule 5810(c)(3)(A), Angion has 180
calendar days, or until June 13, 2023, to regain compliance with
the minimum bid price rule. To regain compliance, the closing bid
price of Angion’s common stock must be at least $1.00 per share for
a minimum of ten consecutive business days before June 13,
2023.
If Angion’s common stock does not achieve compliance by June 13,
2023, Angion may be eligible for an additional 180-day period to
regain compliance if it meets the continued listing requirement for
market value of publicly held shares and all other initial listing
standards, with the exception of the bid price requirement, and
provides written notice to Nasdaq of its intention to cure the
deficiency during the second compliance period by effecting a
reverse stock split, if necessary. However, if it appears to the
Nasdaq staff that Angion will not be able to cure the deficiency,
or if Angion does not meet the other listing standards, Nasdaq
could provide notice that Angion’s common stock will become subject
to delisting. In the event Angion receives notice that its common
stock is being delisted, Nasdaq rules permit Angion to appeal any
delisting determination by the Nasdaq staff to a Hearings
Panel.
Angion currently meets the continued listing requirement for market
value of publicly held shares and all other initial listing
standards of The Nasdaq Stock Market, with the exception of the bid
price requirement. Angion intends to actively monitor the closing
bid price of its common stock between now and June 13, 2023, and
will evaluate available options to resolve the deficiency and
regain compliance with the minimum bid price rule.
Forward Looking Statement
Statements contained in this current report regarding matters that
may occur in the future are “forward looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995,
including but not limited to statements in this current report
regarding any potential impact of the reported Nasdaq notification
on the listing of Angion’s common stock, or on its ongoing
strategic realignment process. Such statements are subject to risks
and uncertainties, and actual results may differ materially from
those expressed or implied by such forward-looking statements. In
particular, Angion’s ability to execute its ongoing strategic
realignment and its ability to comply with the other Nasdaq listing
rules, among other factors, could cause results to differ
materially from those expressed or implied by such forward-looking
statements. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this release. Angion undertakes no obligation to update any
forward-looking statement in this press release, except as required
by law.
SIGNATURES
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.
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ANGION BIOMEDICA CORP. |
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By: |
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/s/ JAY R. VENKATESAN, M.D. |
Date: December 15, 2022
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Jay R. Venkatesan, M.D.
President and Chief Executive Officer and Director
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