Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 30, 2023, Sesen Bio, Inc. (the "Company") issued a press release
which included a statement regarding the January 25, 2023 notification to the
Company by the Listing Qualifications Department (the "Staff") of The Nasdaq
Stock Market LLC ("Nasdaq") that, based upon the Company's non-compliance with
the $1.00 bid price requirement for continued listing on The Nasdaq Capital
Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Rule"), the
Company's common stock, par value $0.001 (the "Common Stock"), will be delisted
from Nasdaq unless the Company requests a hearing before a Nasdaq Hearings Panel
(the "Panel"). A copy of the press release is attached as Exhibit 99.1 hereto
and incorporated herein by reference.
The receipt of this notice from Nasdaq underscores the Company's belief that,
without the pending merger with Carisma Therapeutics Inc., the most likely and
feasible path for the Company will be a Nasdaq delisting of its Common Stock
followed by the deregistration of its Common Stock from the Securities and
Exchange Commission and a court-managed dissolution and liquidation.
The Company plans to request a hearing before the Panel, which will stay any
delisting action by the Staff and ensure that the Common Stock remains listed
and eligible for trading on Nasdaq pending a determination by the Panel.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This Current Report on Form 8-K contains forward-looking statements, including,
but not limited to, statements regarding the Company's ability to regain
compliance with the minimum bid price requirement of Nasdaq, the Company's plans
to request a hearing before the Nasdaq Hearings Panel, which will stay any
delisting action by the Staff and ensure that the Common Stock remains listed
and eligible for trading on Nasdaq pending a determination by the Nasdaq
Hearings Panel, the Company's belief that, without the pending merger with
Carisma Therapeutics Inc., the most likely and feasible path for the Company
will be a Nasdaq delisting of its Common Stock followed by the deregistration of
its Common Stock from the Securities and Exchange Commission and a court-managed
dissolution and liquidation, which are based on the Company's current
expectations and inherently involve significant risks and uncertainties. The
Company's actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of these risks
and uncertainties, including the risk that the Company may not meet the minimum
bid price requirement in the future, the risk that the Company may not otherwise
meet the requirements for continued listing under the Nasdaq Listing Rules, the
risk that Nasdaq may not grant the Company relief from delisting and the risk
that the Company's stockholders will not vote to approve a reverse stock split
of its Common Stock, among other risks and uncertainties. A further description
of the risks and uncertainties relating to the business of the Company is
contained in the Company's most recent annual report on Form 10-K and the
Company's quarterly reports on Form 10-Q, as well as any amendments thereto
reflected in subsequent filings with the Securities and Exchange Commission. The
Company undertakes no duty or obligation to update any forward-looking
statements contained in this report as a result of new information, future
events or changes in its expectations.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 30, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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