Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule.
On
In reaching this determination, the Staff considered the aggregation of two
transactions completed by the Company, on
The Staff noted in particular the proximity of the timing of the transactions,
the fact that both transactions were with the same and only one investor, and
the commonality as to the use of proceeds. Taken together, in less than three
months, the Staff determined that the Company issued shares of common stock and
warrants, which together constituted approximately 462% of the pre-transaction
total shares outstanding, at a price less than the Minimum Price (as defined
under Nasdaq rules). As a result, the Staff concluded that the Company was
required to obtain shareholder approval under the Rule prior to issuing shares
in the
The Staff considered it appropriate, purusuant to Listing Rule 5810(c)(4), to
close these matters with the issuance of a Letter of Reprimand as opposed to a
delisting of the Company's securities, noting that the Company (1) states that
any violation of the Listing Rules was inadvertent, (2) states that it
reasonably relied upon the expertise of its outside counsel and had no reason to
believe counsel would omit consideration of any material issue and proceeded
with closing, (3) noted that its substantial majority shareholder approved the
The Company's action in amending the "New Warrants" issued in
The Staff also identified disclosure requirements, which the Company has satisfied by announcing our receipt of the Letter of Reprimand through this Current Report on Form 8-K..
The Company has no intention to appeal the Staff's determination to a
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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