Item 8.01. Other Events.
On January 12, 2021, the NYSE American LLC ("NYSE American") notified
Zomedica Corp. (the "Company") that the Company had successfully regained
compliance with the NYSE American's continued listing standards related to price
per share set forth in Section 1003(f)(v) of the NYSE American Company Guide
(the "Company Guide"). As previously disclosed, on April 10, 2020 the Company
received a letter from the NYSE American stating that it was not in compliance
with the continued listing standards set forth in Section 1003(f)(v) of the
Company Guide as a result of the then-existing low trading price of the
Company's common shares. The NYSE American informed the Company that it is in
compliance with the NYSE American's continued listing standards set forth in
Part 10 of the Company Guide and that the ".BC" indicator would no longer be
disseminated beginning at the opening of trading on January 13, 2021. In
addition, the NYSE American advised the Company that the Company will be removed
from the list of NYSE American noncompliant issuers on the NYSE American's
website. A copy of the letter from NYSE American is attached hereto as Exhibit
99.1 and incorporated by reference herein.
On January 18, 2021, the Company made available a letter from Robert
Cohen, the Company's Chief Executive Officer, to its shareholders (the
"Shareholders Letter") in which it, among other things:
º Disclosed that recent exercises of its outstanding warrants resulted in
over $40 million of additional cash for the Company, bringing its cash and
cash equivalents on hand in excess of $90 million, net of all capital and
operating expenditures from the fourth quarter;
º Provided an update that the Company's planned March 30th commercial launch
of TRUFORMA™ remains on track; and
º Disclosed that 2021 bonuses for all bonus-eligible employees other than the
Chief Executive Officer will be calculated annually instead of quarterly
and will be based upon revenue and cash flow projection.
A copy of the Shareholders Letter is attached hereto as Exhibit 99.2. A
copy of the Shareholders Letter is also available on the Company's website at
www.zomedica.com.
As of January 18, 2021, after giving effect to the warrant exercises
disclosed in the Shareholders Letter, the Company had 829,540,049 Common Shares
issued and outstanding.
Forward-Looking Statements
The Shareholders Letter filed as part of this Current Report on Form 8-K
contains certain "forward-looking information" or "forward-looking statements"
(collectively, "forward-looking information") within the meaning of applicable
U.S. and Canadian securities law. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements that certain
events or conditions "may" or "will" occur. Some of the risks and other factors
that could cause the results to differ materially from those expressed in the
forward-looking information include, but are not limited to: uncertainty related
to the global COVID-19 pandemic, uncertainty as to whether the Company's
strategies and business plans will yield the expected benefits; uncertainty as
to the timing and results of development work and pilot and pivotal studies,
uncertainty as to the likelihood and timing of regulatory approvals,
availability and cost of capital; the ability to identify and develop and
achieve commercial success for new products and technologies; veterinary
acceptance of the Company's products; competition from related products; the
level of expenditures necessary to maintain and improve the quality of products
and services; changes in technology and changes in laws and regulations; the
Company's ability to secure and maintain strategic relationships; risks
pertaining to permits and licensing, intellectual property infringement risks,
risks relating to future clinical trials, regulatory approvals, safety and
efficacy of the Company's products, the use of the Company's product,
intellectual property protection and the other risk factors disclosed in the
Company's filings with the Securities and Exchange Commission and under our
profile on SEDAR at www.sedar.com. The Company undertakes no obligation to
update any forward-looking information as a result of new information, future
developments or otherwise, except as expressly required by law. All
forward-looking information contained in this Current Report on Form 8-K,
including forward-looking information included in the Shareholders Letter, is
qualified in its entirety by this cautionary notice.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Letter from NYSE American, dated January 12, 2021.
99.2 Letter to shareholders, dated January 18, 2021.
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