Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
31 July 2023 - 10:15PM
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
For
the month of July 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): ____ ☐ |
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 has not regained
compliance with the minimum Market Value of Listed Securities (“MVLS”) of $35,000,000 required for continued listing on Nasdaq,
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 on March 9, 2023 (the “Panel Hearing”), 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, as previously disclosed (a) on March 27, 2023, the Company, entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited 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, which, resulted in an amendment of those warrants
(the “Warrants”), whereby the Company will account for the amended Warrants as part of stockholders’ equity, rather
than as a liability, as previously. In the Company’s most recently filed financial statement, 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 £5.4 million
($6.9 million). This amount has therefore now been reclassified into, and thereby increased, shareholders equity.
On
July 27, 2023, the Company received a letter, dated July 26, 2023 (the “Letter”) from Nasdaq notifying the Company that the
Panel has concluded that the Company has regained compliance with Nasdaq’s continued listing requirements. The Letter stated that,
pursuant to Listing Rule 5815(d)(4)(A), the Company will be subject to a Panel Monitor for a period of one year from the date of the
Letter. If, within that one-year monitoring period, the Listing Qualifications staff (the “Staff”) finds the Company again
out of compliance with any continued listing requirement, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide
the Staff with a plan of compliance with respect to any deficiency and the Staff will not be permitted to grant additional time for the
Company to regain compliance with respect to any deficiency, nor will the Company be afforded an applicable cure or compliance period.
Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the
initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.
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 |
|
|
|
Date: July 31, 2023 |
|
|
TC BioPharm (NASDAQ:TCBP)
Historical Stock Chart
From Apr 2024 to May 2024
TC BioPharm (NASDAQ:TCBP)
Historical Stock Chart
From May 2023 to May 2024