Business Context and Reporting Period
This Form 8-K was filed by Trovagene, Inc. (not Cardiff Oncology, Inc.) on September 8, 2017, reporting an event that occurred on September 5, 2017. The company is a Delaware corporation headquartered in San Diego, California, and its common stock trades on the NASDAQ Capital Market under the symbol "TROV".
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on regulatory compliance regarding stock listing standards.
Material Changes
The material change reported is the receipt of a written notice from the NASDAQ Stock Market LLC indicating non-compliance with Listing Rule 5550(a)(2). The company's common stock closing bid price has remained below $1.00 per share for 30 consecutive business days.
Outlook, Risks, and Management Commentary
- Compliance Period: The company has 180 calendar days, until March 5, 2018, to regain compliance.
- Requirement: To comply, the closing bid price must meet or exceed $1.00 per share for at least ten consecutive business days within the 180-day window.
- Contingencies: If compliance is not achieved by March 5, 2018, the company may be eligible for an additional 180-day grace period if it meets other initial listing standards and notifies NASDAQ of its intent to cure the deficiency, potentially via a reverse stock split.
- Risks: Failure to regain compliance within the allotted periods could result in delisting. The company may appeal such a determination to a NASDAQ Listing Qualifications Panel.
- Management Action: Management intends to monitor the stock price and consider available options but has made no determination regarding a specific response at this time. There is no assurance that compliance will be achieved.
Investor Verification Checklist
- Verify the current closing bid price of Trovagene, Inc. (TROV) to assess proximity to the $1.00 threshold.
- Monitor future filings for announcements regarding a potential reverse stock split.
- Check for any subsequent notices from NASDAQ regarding the status of the compliance period.
- Confirm the company's ability to meet other initial listing standards if a second grace period is required.