Item 3.01. Notice of Delisting or Failure to Satisfy a Continuous Listing Rule or
Standard; Transfer of Listing
On January 14, 2021, DBV Technologies S.A. (the "Company") received a notice
letter (the "Notice Letter") from the Listing Qualifications Staff of the Nasdaq
Stock Market LLC ("Nasdaq") indicating that, since the Company's bylaws do not
require a quorum for shareholders' meetings of at least 33 1/3% of the
outstanding shares of the Company's voting ordinary shares, Nasdaq has
determined that the Company does not meet Nasdaq's quorum requirement under
Listing Rule 5620(c)(i) (the "Nasdaq Quorum Requirement"). Prior to January 1,
2020, the Company was a foreign private issuer and was exempt, pursuant to
Listing Rule 5615(a)(3), from complying with the Nasdaq Quorum Requirement.
While the Company's American Depositary Shares (the "ADSs"), each representing
one-half of one ordinary share, are listed on Nasdaq, the Company's ordinary
shares are listed on Euronext Paris. Applicable French laws and regulations
prohibit French listed companies from having a quorum requirement for
shareholders' meetings that is higher than the minimums set by French law. The
minimum quorum requirements under French law are lower than the Nasdaq Quorum
Requirement.
Under applicable Nasdaq rules, the Company has 45 days from the date of the
Notice Letter to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts
such plan, Nasdaq may grant an extension from up to 180 days from the date of
the Notice Letter for the Company to evidence compliance with the Nasdaq Quorum
Requirement.
The Company has engaged in discussions with Nasdaq regarding its inability to
comply simultaneously with the Nasdaq Quorum Requirement and applicable French
laws and regulations. On December 31, 2020, as a result of these discussions,
Nasdaq filed with the Securities and Exchange Commission ("SEC") a proposed rule
change that would modify the Nasdaq Quorum Requirement applicable to a company
incorporated outside of the United States where such company's home country law
is in direct conflict with the Nasdaq Quorum Requirement. The Company believes
such rule change, if approved by the SEC, will enable to the Company to regain
compliance with all applicable Listing Rules. However, there can be no assurance
either that the SEC will approve the rule change submitted by Nasdaq or that the
Company will be able to comply with the Quorum Requirement if the SEC does not
approve the rule change submitted by Nasdaq.
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