Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on September 13, 2022, Sio Gene Therapies, Inc. (the
"Company") was granted an additional 180-day grace period, or until March 13,
2023, in addition to the Company's initial 180-day grace period, to regain
compliance with the minimum bid price requirement under Nasdaq Listing Rule
5450(a)(1) (the "Minimum Bid Price Requirement").
The Company also previously disclosed its intent to proceed with a dissolution
of the Company in accordance with a plan of complete liquidation and dissolution
(the "Dissolution"), approved by the Company's board of directors in December
2022 and pending approval by the Company's stockholders pursuant to the
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission (the "SEC") and first mailed to the Company's stockholders
on or about February 21, 2023.
On March 14, 2023, the Company received written notice (the "Delisting Notice")
from Nasdaq notifying the Company that, as a result of its failure to regain
compliance with the Minimum Bid Price Requirement, Nasdaq has determined that
the Company's common stock will be delisted from the Nasdaq Capital Market. In
light of the Company's planned Dissolution, the Company will not appeal this
determination.
The Company expects, based on the Delisting Notice, that trading of the
Company's common stock will be suspended at the opening of business on March 23,
2023, and a Form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the Company's common stock from listing and
registration on Nasdaq.
Important Additional Information And Where To Find It
In connection with the proposed dissolution, the Company has filed with the SEC
a definitive proxy statement and other relevant materials. BEFORE MAKING ANY
VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING
MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PLAN OF DISSOLUTION AND RELATED MATTERS OR INCORPORATED BY REFERENCE IN THE
PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SIO GENE
THERAPIES, INC., THE PROPOSED DISSOLUTION AND RELATED MATTERS. Stockholders may
obtain a free copy of the proxy statement and the other relevant materials, and
any other documents filed by the Company with the SEC, at the SEC's website at
http://www.sec.gov or on the "Investors" section of the Company's website at
www.siogtx.com.
Participants in the Solicitation
The Company and its executive officer and directors may be deemed to be
participants in the solicitation of proxies from its stockholders with respect
to the proposed dissolution and related matters and any other matters to be
voted on at the special meeting of stockholders. Information regarding the
names, affiliations and interests of such directors and executive officer is
included in the definitive proxy statement, which was filed with the SEC on
February 21, 2023. Additional information regarding such directors and executive
officer is included in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2022, which was filed with the SEC on June 14, 2022.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of the Company's shareholders in
connection with the dissolution and related matters and any other matters to be
voted upon at the special meeting are set forth in the proxy statement filed
with the SEC. These documents are available free of charge as described in the
preceding section.
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