SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2019
CONATUS PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
16745 West Bernardo Drive, Suite 200
San Diego, California
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (858) 376-2600
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Name of each exchange
on which registered:
|Common Stock, par value $0.0001 per share||CNAT||The Nasdaq Global Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 3.01|| |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 27, 2019, Conatus Pharmaceuticals Inc. (the Company) received approval from the Nasdaq Stock Market LLC (Nasdaq) to transfer the listing of the Companys common stock from the Nasdaq Global Market to the Nasdaq Capital Market (the Approval). The Companys common stock will be transferred to the Nasdaq Capital Market effective as of the open of business on November 29, 2019, and will continue to trade under the symbol CNAT. The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market and listed companies must meet certain financial requirements and comply with Nasdaqs corporate governance requirements.
As previously disclosed, on May 29, 2019, the Company received a letter from the Nasdaq staff indicating that, for the last thirty consecutive business days, the bid price for the Companys common stock had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). The Company had a period of 180 calendar days, or until November 25, 2019, to regain compliance. On November 25, 2019, the Company filed an application to transfer the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market.
In connection with the Approval, the Company has been granted an additional 180-day grace period, until May 25, 2020, to regain compliance with the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5810(c)(3)(A). If compliance cannot be demonstrated by May 25, 2020, or the Company does not comply with the terms of this extension, the Nasdaq staff will provide written notification that the Companys securities will be delisted. In the event of such a notification, the Company may appeal the Nasdaq staffs determination to delist its securities, but there can be no assurance the Nasdaq staff would grant the Companys request for continued listing.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CONATUS PHARMACEUTICALS INC.|
|Date: November 27, 2019||By:|
|Name:||Keith W. Marshall, Ph.D.|
|Title:||Executive Vice President, Chief Operating Officer and Chief Financial Officer|