Business Context and Reporting Period
This Form 8-K is filed by Organogenesis Holdings Inc. (formerly Avista Healthcare Public Acquisition Corp. or "AHPAC") on December 11, 2018. The report addresses the immediate aftermath of a business combination consummated on December 10, 2018, wherein AHPAC merged with Organogenesis Inc. and redomesticated as a Delaware corporation. The filing specifically concerns a notice of delisting received from The NASDAQ Stock Market regarding the Company's failure to meet initial listing requirements.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report is a current event disclosure regarding regulatory compliance and listing status rather than a financial performance report.
Material Changes and Listing Deficiencies
- Business Combination: On December 10, 2018, the Company completed a merger with Organogenesis Inc., resulting in Organogenesis becoming a wholly-owned subsidiary and the parent company changing its name to Organogenesis Holdings Inc.
- NASDAQ Delisting Notice: On December 11, 2018, the Company received a written notice from NASDAQ stating it has not complied with initial listing requirements (IM-5101-2).
- Specific Deficiencies:
- Class A common stock fails to meet the minimum 300 round lot holder requirement (Listing Rule 5505(a)(3)).
- Public warrants fail to meet the minimum 400 round lot holder requirement (Listing Rule 5515(a)(4)).
- Historical Context: A prior delisting notice was issued on November 2, 2018, regarding AHPAC units and shares. An appeal hearing was requested on November 9, 2018.
Outlook, Risks, and Management Commentary
The Company has scheduled an oral hearing before the NASDAQ Hearings Panel for December 13, 2018, to appeal the delisting determination. Management explicitly states it can provide no assurance that the panel will grant continued listing or that the Company can maintain compliance with other NASDAQ rules. The filing includes standard forward-looking statement disclaimers regarding the uncertainty of the appeal outcome and the potential disruption to operations caused by the business combination and listing issues.
Investor Verification Checklist
- Verify the outcome of the NASDAQ Hearings Panel scheduled for December 13, 2018.
- Confirm whether the Company has taken steps to increase the number of round lot holders for Class A stock and warrants to meet listing thresholds.
- Monitor for any subsequent filings regarding the transfer of listing to another exchange or potential delisting.
- Review the definitive merger agreement and subsequent financial reports for details on the financial impact of the business combination, as this 8-K contains no financial figures.