Business Context and Reporting Period
This Form 8-K was filed by Capricor Therapeutics, Inc. on August 14, 2019. The report addresses a regulatory notice received from the Nasdaq Stock Market LLC regarding the company's compliance with listing standards.
Key Financial Metrics
The filing references the company's Quarterly Report on Form 10-Q for the period ended June 30, 2019, which indicated that stockholders' equity was below the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1). The filing text does not provide specific values for revenue, profit, cash flow, margins, or debt.
Material Changes and Compliance Status
On August 14, 2019, the company received a written notice of non-compliance with Nasdaq Listing Rule 5550(b)(1) due to insufficient stockholders' equity. Additionally, as of August 13, 2019, the company did not meet alternative compliance standards regarding the market value of listed securities or net income from continuing operations. The notice has no immediate effect on the listing of the company's common stock on The Nasdaq Capital Market.
Outlook, Management Commentary, and Risks
- Compliance Timeline: The company has been granted a 45-calendar day period, until September 30, 2019, to submit a plan to regain compliance.
- Extension Possibility: If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days, until February 10, 2020, to demonstrate compliance.
- Delisting Risk: If compliance is not regained within the allotted period, the company's common stock will be subject to delisting.
- Management Action: The company is evaluating courses of action, including an "at-the-market" equity offering program commenced in July 2019 through H.C. Wainwright & Co. LLC.
- Uncertainty: Management states there can be no assurance that the company will be able to regain compliance with the rule or other listing criteria.
Investor Verification Checklist
- Verify the exact stockholders' equity figure reported in the Form 10-Q for the period ended June 30, 2019.
- Monitor the submission of the compliance plan to Nasdaq by the September 30, 2019 deadline.
- Track the progress and volume of shares sold under the "at-the-market" program initiated in July 2019.
- Review any subsequent filings regarding the acceptance or rejection of the compliance plan by Nasdaq.