Business Context and Reporting Period
This Form 8-K is filed by Avista Healthcare Public Acquisition Corp. (not Organogenesis Holdings Inc.) on August 29, 2018. The registrant is a Cayman Islands exempted company and an emerging growth company. The report addresses a regulatory compliance issue regarding its listing status on the Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a listing compliance notification.
Material Changes and Events
- Nasdaq Non-Compliance Notice: On August 29, 2018, the Company received a written notice from Nasdaq indicating non-compliance with Listing Rule 5550(a)(3), the "Minimum Public Holders Rule."
- Deficiency Details: The Company currently has fewer than the required 300 public holders for continued listing.
- Current Status: The notice is a notification of deficiency only; it does not result in immediate delisting or affect current trading of the Company's securities.
Guidance, Outlook, and Risks
- Compliance Plan: The Company intends to submit a plan to regain compliance within the 45-calendar-day window provided by Nasdaq rules.
- Extension Possibility: If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to evidence compliance.
- Appeal Rights: If the plan is rejected, the Company retains the right to appeal the decision before a Nasdaq Hearings Panel.
- Risks: Forward-looking statements regarding the ability to regain compliance involve substantial risks and uncertainties. Actual results may vary based on the Company's ability to meet the 300 public holder threshold.
Investor Verification Checklist
- Verify the current number of public holders to assess the severity of the deficiency.
- Monitor the submission of the compliance plan within the 45-day deadline.
- Review subsequent filings for Nasdaq's acceptance or rejection of the compliance plan.
- Confirm whether the Company is actively pursuing a merger or business combination, as SPACs often face holder count issues during the search for a target.