Business Context and Reporting Period
This Form 8-K was filed by Angion Biomedica Corp. (not Elicio Therapeutics, Inc.) on December 15, 2022. The filing addresses a notification received from the Nasdaq Listing Qualifications Staff regarding the company's compliance with continued listing standards.
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 stock price performance:
- Stock Price: The closing bid price of common stock was below $1.00 per share for the last 30 consecutive business days prior to December 15, 2022.
Material Changes
The material change reported is the failure to meet the minimum closing bid price requirement under Nasdaq listing rule 5450(a)(1). The company currently meets all other initial listing standards, including the market value of publicly held shares.
Outlook, Risks, and Management Commentary
- Compliance Timeline: Angion has 180 calendar days (until June 13, 2023) to regain compliance. The stock must close at or above $1.00 for 10 consecutive business days before this deadline.
- Remediation Options: If compliance is not achieved by the deadline, the company may be eligible for an additional 180-day period if it meets other listing standards and notifies Nasdaq of its intention to cure the deficiency, potentially via a reverse stock split.
- Strategic Impact: Management states the notification has no immediate effect on the listing and does not believe it will adversely impact the ongoing strategic realignment process announced on July 25, 2022.
- Risks: If the company fails to cure the deficiency or meet other listing standards, Nasdaq could issue a delisting notice. The company retains the right to appeal any delisting determination to a Hearings Panel.
Investor Verification Checklist
- Verify the current trading price of ANGN to assess proximity to the $1.00 threshold.
- Monitor announcements regarding a potential reverse stock split before June 13, 2023.
- Review the status of the strategic realignment process announced in July 2022.
- Check for any subsequent 8-K filings regarding delisting notices or appeals.