UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
As previously disclosed, on June 22, 2022, Acorda Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement.
The Company did not regain compliance with the Minimum Bid Requirement by the December 19, 2022 conclusion of the 180-day compliance period. Accordingly, on December 20, 2022, the Company received a written notice from the Staff (the “Staff Determination”) that that the Company’s common stock would be delisted from the Nasdaq Global Select Market and suspended at the opening of business on December 29, 2022, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
The Company intends to request a hearing before the Panel (the “Hearing”) to appeal the Staff Determination. This Hearing request will automatically stay Nasdaq’s delisting of the Company’s common stock pending the Panel’s decision. The Company expects that Nasdaq will hold the Hearing with the Panel within 45 days of the Company’s request for the Hearing, pursuant to the Nasdaq Listing Rules. At or prior to the Hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Bid Requirement and request an extension of time so that the Company can regain compliance with the Minimum Bid Requirement.
The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement, including through effecting a reverse stock split. At the Special Meeting of Stockholders that concluded on November 11, 2022, the Company’s stockholders approved a proposal to authorize the Company’s board of directors to approve an amendment and restatement of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-2 to 1-for-20, and a corresponding reduction in the number of authorized shares of the Company’s common stock, within one year following the conclusion of the special meeting. Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Select Market.
On December 20, 2022, the Company issued a press release regarding the Staff Determination and the Company’s plan to request a Hearing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 3.01.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated December 20, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Acorda Therapeutics, Inc. | ||||||
| December 21, 2022 | By: | /s/ Michael Gesser | ||||
| Name: | Michael Gesser | |||||
| Title: | Chief Financial Officer and Treasurer | |||||