Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed in the Form 12b-25 filed on May 17, 2021 by the Eucrates
Biomedical Acquisition Corp. (the "Company"), on April 12, 2021, the Staff of
the Securities and Exchange Commission (the "SEC") issued the "Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special
Purpose Acquisition Companies ("SPACs")" (the "Statement"), which clarified
guidance for all SPAC-related companies regarding the accounting and reporting
for their warrants. Following review of the Statement, the Company reevaluated
the accounting treatment of its public and private placement warrants as equity,
and concluded that, based on the SEC Statement, public and private placement
warrants should be, and should have been previously, classified as a liability
measured at fair value, with non-cash fair value adjustments recorded in
earnings at each reporting period. The Company is continuing to evaluate the
extent of the SEC Statement's impact on its financial statements, including the
financial statements as of and for the fiscal quarter ended March 31, 2021 that
will be included in its Quarterly Report on Form 10-Q for the period ended March
31, 2021 (the "Form 10-Q"). The Company is working diligently to complete the
Form 10-Q as soon as possible.
On May 28, 2021, the Company received a notice ("Notice") from the Listing
Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the
Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule")
because the Company failed to timely file the Form 10-Q with the SEC. The Rule
requires listed companies to timely file all required periodic financial reports
with the SEC.
Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice
to submit a plan to regain compliance with the Rule. If Nasdaq accepts the
Company's plan, then Nasdaq may grant an exception of up to 180 calendar days
from the due date of the Form 10-Q, or until November 22, 2021, to regain
compliance. However, there can be no assurance that Nasdaq will accept the
Company's plan to regain compliance or that the Company will be able to regain
compliance within any extension period granted by Nasdaq. If Nasdaq does not
accept the Company's plan, then the Company will have the opportunity to appeal
that decision to a Nasdaq hearings panel.
The Notice has no immediate effect on the listing or trading of the Company's
securities. However, if the Company fails to timely regain compliance with the
Rule, the Company's securities will be subject to delisting from the Nasdaq
Capital Market.
Item 8.01. Other Events.
On June 1, 2021, the Company issued a press release announcing its receipt of
the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
This report contains statements that constitute "forward-looking statements."
Statements regarding the Company's expectations regarding the SEC Statement's
impact on its financial statements, its ability to complete and file its Form
10-Q and its ability to regain compliance with the Rule, and related matters, as
well as all other statements other than statements of historical fact included
in this report are forward-looking statements. When used in this report, words
such as "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions, as they relate to us or our
management team, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company's management. Actual
results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company's filings with
the Securities and Exchange Commission ("SEC"). All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph. Forward-looking statements
are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's
Annual Report on Form 10-K filed with the SEC. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description
99.1 Press Release, dated June 1, 2021
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