Business Context and Reporting Period
This Form 8-K is filed by Flex Pharma, Inc. (not Decoy Therapeutics Inc.) on September 27, 2018. The report addresses a notice received from The Nasdaq Stock Market LLC regarding the company's failure to meet continued listing standards. The registrant is an emerging growth company.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the market value of publicly held shares, which has been less than $5 million for the 30 consecutive business days prior to the report date.
Material Changes and Listing Status
- Market Value of Publicly Held Shares (MVPHS): The company failed to meet the $5 million minimum requirement under Nasdaq Listing Rule 5450(b)(1)(C).
- Minimum Bid Price: The company previously received notice on August 13, 2018, that its stock price closed below the $1.00 minimum requirement under Rule 5450(a)(1).
- Compliance Periods:
- MVPHS Rule: 180 calendar days to regain compliance (deadline March 26, 2019).
- Minimum Bid Price Rule: 180 calendar days to regain compliance (deadline February 11, 2019).
- Current Status: The stock continues to trade on the Nasdaq Global Market under the symbol "FLKS" with no immediate impact on listing.
Outlook, Risks, and Management Commentary
Management is evaluating possible courses of action to regain compliance with both listing rules. The filing explicitly states there can be no assurance that the company will be able to regain compliance or maintain its Nasdaq listing. If the company fails to meet the requirements by the expiration dates (including any extensions), Nasdaq will issue a notice that the securities are subject to delisting. The company retains the right to appeal any delisting determination to a Nasdaq Hearings Panel.
Investor Verification Checklist
- Verify the current market value of publicly held shares to assess progress toward the $5 million threshold.
- Monitor the daily closing bid price to ensure it meets or exceeds $1.00.
- Review subsequent filings for updates on the company's specific plan to regain compliance before the February 11, 2019, and March 26, 2019, deadlines.
- Confirm the company's cash position and capital raise activities, as these are often required to address listing deficiencies (though not detailed in this specific filing).