Current Report Filing (8-k)
03 January 2019 - 11:01PM
Edgar (US Regulatory)
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 27, 2018
Curis, Inc.
(Exact Name
of Registrant as Specified in Charter)
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Delaware
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000-30347
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04-3505116
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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4 Maguire Road, Lexington, MA 02421
(Address of Principal Executive Offices) (Zip Code)
(617)
503-6500
(Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
(a) On December 27, 2018, Curis, Inc. (the Company) received a deficiency letter from the Listing
Qualifications Department (the Staff) of the Nasdaq Stock Market (Nasdaq) notifying the Company that the Companys Market Value of Listed Securities (MVLS) had closed for the last 30 consecutive business days
below the minimum $50,000,000 requirement for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the Minimum MVLS Requirement). The Staff also noted in its letter that the Company is not in
compliance with Nasdaq Listing Rule 5450(b)(3)(A), which requires listed companies to have total assets and total revenue of at least $50,000,000 each for the most recently completed fiscal year or for two of the three most recently completed
fiscal years.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days to regain compliance with the
Minimum MVLS Requirement (the Compliance Period). The expiration of the compliance period is June 25, 2019 (the Compliance Expiration Date). In order to regain compliance, the Companys MVLS must close at $50,000,000 or
more for a minimum of ten consecutive business days during the Compliance Period. In its letter, the Staff advised the Company that if at any time during the Compliance Period the Companys MVLS closes at $50,000,000 or more for a minimum of 10
consecutive business days, the Staff will provide written confirmation of compliance and this matter will be closed. In the event the Company fails to regain compliance prior to the Compliance Expiration Date, the Company will receive written
notification that its securities are subject to delisting from the Nasdaq Global Market (a Delisting Notice). At that time, the Company may appeal the Staffs delisting determination to a Nasdaq Listing Qualifications Panel
(Panel). The Company expects that its stock would remain listed pending the Panels decision. However, there can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Panel, that such
appeal would be successful.
Alternatively, the Company may transfer the listing of its common stock to the Nasdaq Capital Market,
provided that it meets the continued listing requirements of the Nasdaq Capital Market. To effect such a transfer, the Company would need to submit an
on-line
transfer application and pay an application fee to
Nasdaq.
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.
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Curis, Inc.
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Date: January 3, 2019
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By:
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/s/ James E. Dentzer
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James E. Dentzer
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President and Chief Executive Officer
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