Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed, on August 19, 2022, Panbela Therapeutics, Inc. (the
"Company") received a letter from the Listing Qualifications Department (the
"Staff") of The Nasdaq Stock Market ("Nasdaq") notifying the Company that it was
not in compliance with the minimum stockholders' equity requirement for
continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1)
(the "Minimum Equity Rule") requires companies listed on The Nasdaq Capital
Market to maintain stockholders' equity of at least $2,500,000. The Company
submitted to Nasdaq a plan to regain compliance with the Minimum Equity Rule and
was granted an extension through February 15, 2023.
In addition, as previously disclosed, on September 30, 2022, the Company
received a letter from the Staff notifying it that for 30 consecutive business
days the Company's common stock did not maintain a minimum closing bid price of
$1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid
Price Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was provided 180 calendar days, or until March 29, 2023, to regain compliance
with the Minimum Bid Price Rule (the "Minimum Bid Price Rule Compliance
Period").
On January 3, 2023, the Company received a letter from the Staff notifying it
that, as of December 30, 2022, the Company's common stock had a closing bid
price of $0.10 or less for ten consecutive trading days during the Minimum Bid
Price Rule Compliance Period and, therefore, as contemplated under Nasdaq
Listing Rule 5810(c)(3)(A)(iii), the Company's common stock will be delisted
from The Nasdaq Capital Market. Nasdaq indicated that it would suspend trading
in the Company's common stock at the opening of business on January 12, 2023 and
file a Form 25-NSE with the Securities and Exchange Commission, which would
remove the Company's common stock from listing and registration on Nasdaq,
unless the Company appeals the delisting determination by requesting a hearing
before the Nasdaq Hearings Panel (the "Panel") by 4:00 p.m. Eastern Time on
January 10, 2023. The Company has requested a hearing and intends to promptly
provide its plan to regain compliance with the Minimum Bid Price Rule and
address with the Panel its plan to regain compliance with the Minimum Equity
Rule.
The Company's request for a hearing stays any suspension or delisting action by
Nasdaq pending the Panel's final decision.
The Company intends to take all reasonable measures available to regain
compliance under the Nasdaq Listing Rules and remain listed on Nasdaq, including
effecting a 1-for-40 reverse split of its outstanding common stock as previously
approved by its stockholders. However, there can be no assurance that the
Company will ultimately regain compliance with all applicable requirements for
continued listing or that the Panel will ultimately grant the Company's request
for continued listing.
Cautionary Statement Regarding Forward-Looking Statements
This report contains "forward-looking statements," including within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "believe," "continue," "design,"
"expect," "intend," "may," "plan," "scheduled," and "will." All statements other
than statements of historical fact are statements that should be deemed
forward-looking statements. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on our
current beliefs, expectations, and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial condition may
differ materially and adversely from the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements. Important
factors that could cause actual results to differ materially from those
indicated in the forward-looking statements include, among others, the
following: (i) our ability to obtain additional funding to execute our business
and clinical development plans; (ii) progress and success of our clinical
development program; (iii) the impact of the current COVID-19 pandemic on our
ability to conduct our clinical trials; (iv) our ability to demonstrate the
safety and effectiveness of our product candidates: SBP-101 and eflornithine (v)
our reliance on a third party for the execution of the registration trial for
our product candidate Flynpovi; (vi) our ability to obtain regulatory approvals
for our product candidates, ivospemin (SBP-101) and eflornithine (CPP-1X) in the
United States, the European Union or other international markets; (vii) the
market acceptance and level of future sales of our product candidates, ivospemin
(SBP-101) and eflornithine (CPP-1X); (viii) the cost and delays in product
development that may result from changes in regulatory oversight applicable to
our product candidates, ivospemin (SBP-101) and eflornithine (CPP-1X); (ix) the
rate of progress in establishing reimbursement arrangements with third-party
payors; (x) the effect of competing technological and market developments; (xi)
the costs involved in filing and prosecuting patent applications and enforcing
or defending patent claims; (xii) the effectuation of a 1-for-40 reverse stock
split of our outstanding shares of common stock; and (xii) such other factors as
discussed Item 1A under the caption "Risk Factors" in our most recent Annual
Report on Form 10-K, any additional risks presented in our Quarterly Reports on
Form 10-Q and our other Current Reports on Form 8-K. Any forward-looking
statement made by us in this report is based on information currently available
to us and speaks only as of the date on which it is made. We undertake no
obligation to publicly update any forward-looking statement or reasons why
actual results would differ from those anticipated in any such forward-looking
statement, whether written or oral, whether as a result of new information,
future developments or otherwise.
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses