Item 8.01 Other Events.
As previously disclosed by Current Reports on Form 8-K filed with the Securities
and Exchange Commission (the "SEC") on December 1, 2021, May 27, 2022, and
November 23, 2022, Idera Pharmaceuticals, Inc. (the "Company") received
deficiency letters from the Nasdaq Listing Qualifications Department (the
"Staff") of The Nasdaq Stock Market, LLC ("Nasdaq"), notifying the Company that
the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which
requires the Company to maintain a minimum closing bid price of $1.00 per share
for continued listing on The Nasdaq Capital Market. In response to the Staff's
letter, in November 2022, the Company timely requested a hearing before a Nasdaq
Hearing Panel (the "Panel"), which was held on January 5, 2023.
As also previously disclosed, the Company will be holding a special meeting of
stockholders on January 12, 2023, which, subject to stockholder approval, will
result in the conversion of the Company's outstanding Series Z Preferred Stock
into common stock. The Company is also asking its stockholders to approve a
reverse stock split in a ratio between 17-1 to 23-1 at the special meeting. As a
"change of control" will occur upon the conversion of the Series Z Preferred
Stock into common shares (as that term is defined by Nasdaq), the Company will
be required to meet all criteria for initial listing on The Nasdaq Capital
Market at that time.
By decision dated January 10, 2023, the Panel granted the Company an extension
until January 20, 2023, to complete the shareholder meeting and attendant
transactions, including a reverse stock split, and thereby evidence compliance
with all applicable criteria for initial listing on The Nasdaq Capital Market,
including the $4.00 bid price requirement. The Company anticipates being able to
satisfy the terms of the Panel's decision prior to January 20, 2023.
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