Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed on February 22, 2023, Lucira Health, Inc. (the
"Company") filed a voluntary petition for relief under chapter 11 of title 11 of
the United States Bankruptcy Code (the "Chapter 11 Filing") in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The
Company's chapter 11 case (the "Chapter 11 Case") is being administered under
the caption, In re: Lucira Health, Inc., Case No. 23-10242.
On February 23, 2023, the Company received written notice (the "Delisting
Notice") from the staff of the Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that, as a result of the Chapter 11 Filing and in accordance with Nasdaq
Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined
that the Company's common stock will be delisted from Nasdaq. In the Delisting
Notice, the staff of Nasdaq referenced the Chapter 11 Filing and associated
public interest concerns raised by it, concerns regarding the residual equity
interest of the existing listed securities holders and concerns about the
Company's ability to sustain compliance with all requirements for continued
listing on Nasdaq. The Delisting Notice also indicates that the Company may
appeal Nasdaq's determination pursuant to procedures set forth in Nasdaq Listing
Rule 5800 Series. The Company does not intend to appeal this determination.
Trading of the Company's common stock will be suspended at the opening of
business on March 6, 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.
On February 24, 2023, the Bankruptcy Court approved the Company's "first day"
motions on an interim basis granting customary relief intended to enable the
Company to continue operations in the ordinary course of business during the
Chapter 11 Case.
Item 7.01 Regulation FD Disclosure.
On February 27, 2023, the Company issued a press release announcing that the
U.S. Food and Drug Administration issued an emergency use authorization for the
first and only combination COVID-19 & flu at-home test (the "COVID-19 & Flu
Test") and commenting on its Chapter 11 Filing. The COVID-19 & Flu Test is the
first over-the-counter at-home diagnostic test that can detect Influenza A and B
along with SARS-CoV-2, and it provides results from self-collected nasal swab
samples in roughly 30 minutes. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in Item 7.01 and Item 9.01 (including Exhibit 99.1) to this
Current Report on Form 8-K shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information contained in Item
7.01 and Item 9.01 (including Exhibit 99.1) to this Current Report on Form 8-K
shall not be incorporated by reference into any filing with the U.S. Securities
and Exchange Commission made by the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, about the
Company that involve substantial risks and uncertainties. All statements other
than statements of historical facts contained in this Current Report on Form 8-K
are forward-looking statements. In some cases, you can identify forward-looking
statements because they contain words such as "intend," "may," or "will," or the
negative of these words or other similar terms or expressions. Forward-looking
statements in this Current Report on Form 8-K include, but are not limited to,
the delisting of the Company's common stock on March 6, 2023, the Company's
intention to not appeal Nasdaq's determination and the Company's ability to
continue its ordinary course operations during the Chapter 11 Case. The
forward-looking statements in this Current Report on Form 8-K are only
predictions. The Company has based these forward-looking statements largely on
its current expectations and projections about future events and financial
trends that it believes may affect its business, financial condition and results
of operations. Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause its actual results,
performance or achievements to be materially different from any
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future results, performance or achievements expressed or implied by the
forward-looking statements, including the important factors discussed in the
sections entitled "Risk Factors" of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2022, and in the Company's other filings
with the Securities and Exchange Commission. The forward-looking statements in
this Current Report on Form 8-K are based upon information available to the
Company as of the date of this Current Report on Form 8-K, and while the Company
believes such information forms a reasonable basis for such statements, such
information may be limited or incomplete, and its statements should not be read
to indicate that the Company has conducted an exhaustive inquiry into, or review
of, all potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely upon these
statements. Except as required by law, the Company assumes no obligation to
update these forward-looking statements, or to update the reasons if actual
results differ materially from those anticipated in the forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated February 27, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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