Business Context and Reporting Period
This Form 8-K is a current report filed by Flex Pharma, Inc. (not Decoy Therapeutics Inc.) on November 26, 2018. The registrant is a Delaware corporation headquartered in Boston, MA, and is classified as an emerging growth company. The filing addresses the status of the company's listing on The Nasdaq Global Market.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or debt). The only financial metric disclosed is the Market Value of Publicly Held Shares (MVPHS), which was reported to be $5 million or greater for the 10 consecutive business days preceding the November 26, 2018 notification.
Material Changes and Listing Status
- Regained Compliance (MVPHS Rule): The company previously received notice on October 1, 2018, of non-compliance with Nasdaq Listing Rule 5450(b)(1)(C) regarding the minimum market value of publicly held shares. On November 26, 2018, Nasdaq notified the company that it had regained compliance, and the matter is considered closed.
- Ongoing Non-Compliance (Bid Price Rule): The company remains non-compliant with Nasdaq Listing Rule 5450(a)(1) regarding the minimum bid price requirement (at least $1.00 for 10 consecutive business days). A notice of this deficiency was received on August 13, 2018, with a compliance deadline of February 11, 2019. The company is currently evaluating courses of action to regain compliance.
Guidance, Outlook, and Risks
The filing contains no forward-looking financial guidance or management commentary regarding operational outlook. The primary risk disclosed is the potential delisting from The Nasdaq Global Market if the company fails to regain compliance with the minimum bid price requirement by February 11, 2019.
Investor Verification Checklist
- Verify the current stock price to assess the likelihood of meeting the $1.00 minimum bid price requirement by February 11, 2019.
- Confirm the company's specific plan or "courses of action" to address the bid price deficiency, as no specific strategy was detailed in this filing.
- Monitor future 8-K filings for updates on the bid price compliance status or potential transfer of listing to another market.