Business Context and Reporting Period
This Form 8-K is a current report filed by AgeX Therapeutics, Inc. (trading symbol: AGE) on April 20, 2023. The company is incorporated in Delaware and its common stock is registered on the NYSE American. The filing addresses a critical compliance issue regarding the company's continued listing status on the exchange.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, or debt. However, it explicitly states the following financial conditions as the basis for the listing deficiency:
- Stockholders' Equity: Less than $2,000,000.
- Operating Performance: The company has incurred losses from continuing operations and/or net losses during its two most recent fiscal years.
- Historical Losses: The company has also incurred losses in three out of its four most recent fiscal years and in its five most recent fiscal years.
Material Changes and Listing Status
On April 20, 2023, AgeX received a Deficiency Letter from the NYSE American indicating non-compliance with continued listing standards (Sections 1003(a)(i), (ii), and (iii) of the Exchange Company Guide). The deficiency is based on insufficient stockholders' equity combined with a history of net losses. The Exchange has set a deadline of May 17, 2023, for the company to demonstrate compliance or progress consistent with an approved plan. Failure to meet this deadline may result in the initiation of delisting proceedings.
Outlook, Risks, and Management Commentary
Management intends to make arrangements to have its common stock quoted on an electronic interdealer quotation system if the stock is delisted from the NYSE American. The company notes that it may appeal a staff delisting determination in accordance with Exchange rules. The filing includes standard forward-looking statement disclaimers, warning that actual results may differ materially from anticipated results due to various risk factors.
Investor Verification Checklist
- Verify the company's current stockholders' equity balance to confirm if it remains below the $2 million threshold.
- Review the company's approved compliance plan with the NYSE American to assess the feasibility of meeting the May 17, 2023 deadline.
- Monitor for any subsequent filings regarding the outcome of the delisting proceedings or the status of an appeal.
- Check for announcements regarding the transition to an electronic interdealer quotation system (OTC markets) if delisting occurs.