Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
11 July 2023 - 7:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
July
10, 2023
Commission
File Number 001-41231
TC
BIOPHARM (HOLDINGS) PLC
(Translation
of registrant’s name into English)
Maxim
1, 2 Parklands Way
Holytown, Motherwell, ML1 4WR
Scotland, United Kingdom
+44 (0) 141 433 7557
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ ☐ |
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ ☐ |
Nasdaq
Stockholders’ Equity Compliance
As
previously disclosed, on January 12, 2023, TC Biopharm (Holdings) plc (the “Company”) received written notification from
the listing qualifications staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the Company had
not regained compliance with the minimum Market Value of Listed Securities (“MVLS”) of $35,000,000 required for continued
listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”),
following notification by Nasdaq that the Company had until January 11, 2023 to correct its previously reported deficiency under the
MVLS Requirement.
Following
a hearing before the Nasdaq Hearings Panel (the “Panel”) on March 9, 2023, at which the Company informed the Panel
of its intention to regain compliance with Nasdaq’s continued listing requirements by demonstrating compliance with the $2.5m minimum
stockholders’ equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”) as an alternative to demonstrating
compliance with the MVLS Requirement, the Panel granted the Company an exception until June 30, 2023.
Subsequent
to the Panel hearing:
| (a) | On
March 27, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant
to which at closing on March 30, 2023, the Company raised gross proceeds of $5.5 million
(before agent and related offering expenses) from the sale of its equity securities; and |
| | |
| (b) | On
July 10, 2023, the Company entered into an agreement with a holder of its Series
A, B and C Warrants to amend those warrants (the “Warrants”), such
that the Company will account for the amended Warrants as part of stockholders’
equity, rather than as a liability. In the Company’s most recently
filed financial statements, as of December 31, 2022, which were included in the Form
20-F filed by the Company on May 1, 2023, the liability relating to the Warrants amounted
to approximately $7 million. This amount has therefore now been reclassified into,
and thereby has increased, stockholders’ equity. |
As
a result of the forgoing the Company believes that, as at the date of this filing, it has stockholders’ equity well above
the $2.5m minimum stockholders’ equity requirement. The Company will be presenting this information to the Panel,
along with its plans to maintain compliance, for their review and acceptance.
This
Current Report on Form 6-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s compliance with Nasdaq’s
continued listing standards. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties
and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future
economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the control of the Company. Although the Company believes the assumptions underlying
these forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance
that any forward-looking statements will prove to be correct. In light of the significant uncertainties inherent in these forward-looking
statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of the Company
will be achieved.
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, thereunto duly authorized.
|
TC
BIOPHARM (HOLDINGS) PLC |
|
|
|
By: |
/s/
Martin Thorp |
|
|
|
|
Name: |
Martin
Thorp |
|
Title: |
Chief
Financial Officer |
|
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|
Date:
July 10, 2023 |
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