Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 7, 2022, Aptinyx Inc. (the "Company") received approval from The
Nasdaq Stock Market LLC ("Nasdaq") to transfer its stock listing from The Nasdaq
Global Select Market to The Nasdaq Capital Market, effective with the opening of
the market on December 9, 2022. The Company's common stock will continue to
trade under the symbol "APTX". The Nasdaq Capital Market is a continuous trading
market that operates in substantially the same manner as The Nasdaq Global
Select Market.
As previously disclosed, the Company was not in compliance with Nasdaq's $1.00
minimum bid price requirement (the "Bid Price Requirement"). The Company's
securities were subject to delisting from The Nasdaq Global Select Market tier
unless the Company regained compliance with the Bid Price Requirement or
successfully transferred its listing to The Nasdaq Capital Market tier. In
connection with the transfer, on December 7, 2022, the Company received a letter
from the Nasdaq Listing Qualifications Department (the "Staff") notifying the
Company that the Company is eligible for an additional 180 calendar day period,
or until June 5, 2023, to regain compliance with the Bid Price Requirement. The
Staff's approval was in part based upon the Company meeting the applicable
market value of publicly held shares requirement for continued listing and all
other applicable requirements for initial listing on The Nasdaq Capital Market
(except for the Bid Price Requirement); the Company's written notice of its
intention to cure the deficiency by effecting a reverse stock split, if
necessary; its agreement to the conditions outlined in the Nasdaq Listing
Agreement; and additional supporting information provided in its application.
If, at any time before June 5, 2023, the bid price for the Company's common
stock closes at $1.00 or more for a minimum of 10 consecutive business days as
required under the applicable rule, the Staff will provide written notification
to the Company that it has regained compliance with the Bid Price Requirement,
unless the Staff exercises its discretion to extend this ten-day period pursuant
to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with the Bid Price Requirement by the
applicable date, the Staff will provide written notification that the Company's
securities will be delisted. At that time, the Company may appeal the Staff's
determination to a Nasdaq Listing Qualifications Panel. However, there can be no
assurance that, if the Company receives a delisting notice and appeals the
delisting determination by the Staff to the panel, such appeal would be
successful.
The Company intends to monitor the closing bid price of its common stock and
will consider all available options to regain compliance with the Bid Price
Requirement. However, there can be no assurance that the Company will be able to
regain compliance with the Bid Price Requirement.
Additionally, as disclosed in its Current Report on Form 8-K filed on December
1, 2022, the Company announced that Patrick Enright had resigned as a member of
the Company's Board of Directors (the "Board"), including from all committees of
the Board. Accordingly, the Audit Committee of the Board currently has two
members. Rule 5605 of the Nasdaq Listing Rules requires that the audit committee
of a listed company comprise at least three independent directors. Listing Rule
5605(c)(4)(B) provides a specified cure period to fill any audit committee
vacancy created by the resignation of an audit committee member.
As expected, on December 7, 2022, the Company received a letter from Nasdaq
noting that the Company was not in compliance with the requirement of Listing
Rule 5605 (the "Rule"). The letter also acknowledged that the Listing Rules
provide a cure period in order for the Company to regain compliance until the
earlier of the Company's next annual meeting of stockholders or November 30,
2023 (or by May 29, 2023, if such annual meeting is held before May 29, 2023).
The Company must submit to Nasdaq documentation, including the biography of any
new director, evidencing compliance with the Rule no later than this date. The
Company intends to comply with Nasdaq's audit committee requirements as set
forth in the Rule within the cure period provided by Nasdaq and will evidence
such compliance to Nasdaq no later than this date.
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