AXDX Accelerate Diagnostics Inc

 

 

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)

July 6, 2023

 

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-31822		84-1072256
(Commission File Number)		(IRS Employer Identification No.)

 

3950 South Country Club Road, Suite 470, Tucson, Arizona		85714
(Address of principal executive offices)		(Zip Code)

 

(520) 365-3100

(Registrant’s telephone number, including area code)

 

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 (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, $0.001 par value per share	AXDX	The Nasdaq Stock Market LLC (The 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.

 

As previously reported, on January 5, 2023, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market (the “Capital Market”) pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). At that time, the Company was granted a period of 180 calendar days, or until July 5, 2023, to regain compliance with the Minimum Bid Price Requirement.

 

On July 6, 2023, the Company received a determination letter from the Staff notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement as of July 5, 2023 in compliance with Nasdaq Listing Rule 5550(a)(2). Accordingly, the Staff has determined that unless the Company files an appeal of this determination and timely requests a hearing before a Nasdaq Hearing Panel (the “Panel”), the trading of the Company’s common stock will be suspended at the opening of business on July 17, 2023 and the Company’s securities will be delisted from the Capital Market.

 

The Company has requested a hearing before the Panel to appeal the Staff’s determination and present a plan to regain compliance with the Minimum Bid Price Requirement. As part of the Company’s compliance plan to regain compliance with the Minimum Bid Price Requirement, the Company will effect a reverse stock split, as described more fully below. The hearing request has stayed the suspension of the Company’s securities or delisting actions pending the Panel’s decision and the expiration of any additional extension period granted by the Panel following the hearing.

 

Notwithstanding, there can be no assurance that the Panel will accept the Company’s compliance plan, that the appeal will be successful, that the Company will be able to regain compliance with the Minimum Bid Price Requirement or that the Company will otherwise be in compliance with other applicable Nasdaq Listing Rules. If the Company’s appeal is denied by the Panel or if the Company fails to regain compliance with Nasdaq Listing Rules during any additional compliance period granted by the Panel, the Company’s common stock will be subject to delisting from the Capital Market.

 

Item 8.01.

Other Events.

 

On July 10, 2023, the Company issued a press release announcing that its Board of Directors (the “Board”) has approved a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

 

The Reverse Stock Split is expected to become effective on July 11, 2023 at 5:00 p.m. ET (the “Effective Time”), with shares to begin trading on a split-adjusted basis at market open on July 12, 2023. In connection with the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding as of the Effective Time will be automatically converted into one share of the Company’s common stock. The Company’s stockholders will be entitled to receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the Reverse Stock Split.

 

 

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards, warrants and convertible notes and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press release, dated July 10, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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.

 

	ACCELERATE DIAGNOSTICS, INC.
	(Registrant)
Date: July 10, 2023
	/s/ David Patience
	David Patience
	Chief Financial Officer

 

 

 

Exhibit 99.1

 

Accelerate Diagnostics Announces 1-for-10 Reverse Stock Split

 

TUCSON, Ariz., July 10, 2023 /PRNewswire/ -- Accelerate Diagnostics, Inc., (NASDAQ:AXDX) (the “Company”) a leading provider of innovative rapid diagnostic solutions, announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10. The reverse stock split will become effective at 5:00 p.m. Eastern Time, on July 11, 2023. The Company’s common stock will begin trading on a post-split basis at the market open on July 12, 2023, under the Company’s existing trading symbol “AXDX”. The reverse stock split is part of the Company’s plan to regain compliance with the Minimum Bid Price Requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

 

The reverse stock split was approved by the Company's stockholders at the Company’s Annual Meeting of Stockholders held on May 19, 2023 to be effected in the Board’s discretion within approved parameters. The final ratio was approved by the Company's Board on July 7, 2023.

 

The reverse stock split reduces the number of shares of the Company’s outstanding common stock from approximately 144 million shares to approximately 14 million shares, subject to adjustment due to the payment of cash in lieu of fractional shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards, warrants and convertible notes and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. There will be no change to the number of authorized shares or the par value per share.

 

Information for AXDX Stockholders

 

As a result of the reverse stock split, every ten pre-split shares of common stock outstanding will become one share of common stock. The Company’s transfer agent, Broadridge Financial Solutions, Inc., will serve as the exchange agent for the reverse stock split.

 

Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker's particular processes, and will not be required to take any action in connection with the reverse stock split. Stockholders holding shares of the Company’s common stock in certificate form will receive a transmittal letter from Broadridge with instructions as soon as practicable after the effective date.

 

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.

 

 

About Accelerate Diagnostics, Inc.

 

Accelerate Diagnostics, Inc. is an in vitro diagnostics company dedicated to providing solutions for the global challenges of antibiotic resistance and sepsis. The Accelerate Pheno^® system and Accelerate PhenoTest^® BC kit combine several technologies aimed at reducing the time clinicians must wait to determine the most optimal antibiotic therapy for deadly infections. The FDA cleared system and kit fully automate the sample preparation steps to report phenotypic antibiotic susceptibility results in approximately 7 hours direct from positive blood cultures. Recent external studies indicate the solution offers results 1-2 days faster than existing methods, enabling clinicians to optimize antibiotic selection and dosage specific to the individual patient days earlier.

 

“Accelerate Diagnostics” and diamond shaped logos and marks are registered trademarks of Accelerate Diagnostics, Inc.

 

For more information about the company, its products and technology, or recent publications, visit axdx.com.

 

Forward-Looking Statements

 

Certain of the statements made in this press release are “forward-looking” or may have “forward-looking” implications within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to our future stock price, the effect of the reverse stock split on stockholders and compliance with listing standards. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Information about the risks and uncertainties faced by Accelerate Diagnostics is contained in the section captioned "Risk Factors" in the company's most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2023, and in other reports that the company files with the Securities and Exchange Commission. In addition, the company's forward-looking statements could be affected by general industry and market conditions and regulatory approvals. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Except as required by federal securities laws, the company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.

 

SOURCE Accelerate Diagnostics, Inc.

 

For further information: Investor Inquiries & Media Contact: Laura Pierson, Accelerate Diagnostics, +1 520 365-3100, investors@axdx.com

 

 

 

 

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Cover	Jul. 06, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 06, 2023
Entity File Number	001-31822
Entity Registrant Name	Accelerate Diagnostics, Inc.
Entity Central Index Key	0000727207
Entity Tax Identification Number	84-1072256
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3950 South Country Club Road
Entity Address, Address Line Two	Suite 470
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85714
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	AXDX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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