Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 6, 2023, Surface Oncology, Inc. (the "Company") received a deficiency
letter from the Nasdaq Listing Qualifications Department (the "Staff") of the
Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30
consecutive business days, the closing bid price for the Company's common stock
has been below the minimum $1.00 per share required for continued listing on The
Nasdaq Global Market pursuant to Nasdaq Listing Rule 5550(a)(2) ("Rule
5550(a)(2)"). The Nasdaq deficiency letter has no immediate effect on the
listing of the Company's common stock, and its common stock will continue to
trade on The Nasdaq Global Market under the symbol "SURF" at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given
180 calendar days, or until July 5, 2023, to regain compliance with Rule
5550(a)(2). If the Company chooses to implement a reverse stock split, it must
complete the split no later than ten business days prior to July 5, 2023 to
regain compliance. If at any time before July 5, 2023, the bid price of the
Company's common stock closes at $1.00 per share or more for a minimum of 10
consecutive business days, the Staff will provide written confirmation that the
Company has achieved compliance.
If the Company does not regain compliance with Rule 5550(a)(2) by July 5, 2023,
the Company may be afforded a second 180 calendar day period to regain
compliance or be subject to delisting. To qualify for an additional compliance
period, the Company would be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, except for the minimum bid price requirement. In
addition, the Company would be required to notify Nasdaq of its intent to cure
the deficiency during the second compliance period.
The Company intends to actively monitor the closing bid price for its common
stock and will consider available options to resolve the deficiency and regain
compliance with Rule 5550(a)(2). However, there can be no assurance that the
Company will be able to regain compliance with Rule 5550(a)(2).
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