Business Context and Reporting Period
This Form 8-K was filed by Leap Therapeutics, Inc. on January 24, 2019. The registrant is a Delaware corporation headquartered in Cambridge, MA, and is classified as an emerging growth company. The report addresses a regulatory notice regarding the company's stock listing status on The Nasdaq Global Market.
Key Financial Metrics
The filing does not provide specific financial statements, revenue, profit, cash flow, or debt figures. The primary financial metric disclosed is the Minimum Market Value of Listed Securities (MVLS). The company failed to maintain the required MVLS of $50.0 million for the 30 consecutive business days preceding the notice date.
Material Changes
The material event reported is the receipt of a notification letter from Nasdaq indicating non-compliance with Marketplace Rule 5450(b)(2)(A). This failure is based on the calculation of total shares outstanding multiplied by the closing bid price, which fell below the $50.0 million threshold required for continued listing on The Nasdaq Global Market.
Outlook, Risks, and Contingencies
- Compliance Period: The company has been granted 180 calendar days (until July 23, 2019) to regain compliance.
- Compliance Requirement: To avoid delisting, the company must maintain an MVLS of at least $50.0 million for a minimum of ten consecutive business days during the compliance period.
- Delisting Risk: If compliance is not achieved by July 23, 2019, the company's securities will be subject to delisting.
- Contingency Plans: The company may appeal the delisting determination to a Hearings Panel or apply for a transfer to The Nasdaq Capital Market, which requires a lower minimum MVLS of $35.0 million, a $5,000 application fee, and meeting other listing requirements.
Investor Verification Checklist
- Verify the current Market Value of Listed Securities (MVLS) to assess proximity to the $50.0 million threshold.
- Monitor the company's stock price and share count to determine if the ten-day consecutive compliance window has been met.
- Review any subsequent filings for updates on the company's strategy to regain compliance or plans to transfer to The Nasdaq Capital Market.
- Confirm whether the company has elected to appeal a potential delisting determination if the July 23, 2019 deadline is missed.