Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported, Scopus BioPharma Inc. (the "Company") received
deficiency notification letters from the Listing Qualifications Staff of the
Nasdaq Stock Market LLC ("Nasdaq" or the "Exchange") indicating that the Company
was not in compliance with Nasdaq's "minimum bid price" requirement, which
requires that the bid price of the stock of listed companies be at least $1.00
per share (the "Minimum Bid Price Requirement") and certain Nasdaq listing rules
relating to maintaining a minimum market value of listed securities of
$50,000,000 (the "MVLS Requirement") and a minimum market value of publicly held
shares of $15,000,000 (the "MVPHS Requirement" and, together with the Minimum
Bid Price Requirement and the MVLS Requirement, the "Listing Requirements").
Also, as previously disclosed, the Company participated in a hearing on August
25, 2022 with the Nasdaq Hearings Panel (the "Panel") at which the Panel
considered the Company's plan for regaining compliance with Nasdaq listing
standards (the "Compliance Plan"). Also, as previously disclosed, on September
13, 2022, Nasdaq informed the Company of the Panel's decision (the "Decision")
directing that the Company's listing be transferred to the Nasdaq Capital
Market, effective at the open of business on September 15, 2022, and the
Company's common stock will continue to be listed on that market subject to,
among other things, the Company satisfying the Compliance Plan in full by no
later than January 9, 2023. The Company failed to comply with milestone dates
set forth in the Compliance Plan and did not timely inform Nasdaq of such
failure. By letter dated December 1, 2022, Nasdaq informed the Company that the
Panel has determined to grant the Company a final extension to such milestone
dates and publicly reprimanded the Company. Such public reprimand, pursuant to
Listing Rule 5815(c)(1)(D), was issued to the Company for its failure to comply
with Listing Rule 5250(a)(1), requiring it to notify Nasdaq of certain
significant developments that led to its prior representations about its ability
to satisfy the terms of the Decision and, therefore, the Exchange's continued
listing requirements being inaccurate. While the Company is continuing to use
its best efforts to satisfy the Listing Requirements in full by no later than
January 9, 2023, there can be no assurance that the Company will be able to do
so as set forth in the Compliance Plan, as amended, or at all. Failure to do so
would result in the delisting of the Company's common stock from Nasdaq, which
would likely have a material adverse effect on the trading and value of the
Company's common stock.
© Edgar Online, source Glimpses