Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 19, 2019, Cleveland BioLabs, Inc. (the “Company”) received a written notice from the Listing Qualifications staff of Nasdaq Stock Market LLC (“NASDAQ”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) as the Company’s stockholders’ equity, as reported on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019, was below $2.5 million, which is the minimum stockholders’ equity required for compliance with Rule 5550(b)(1). The notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.
Pursuant to the written notice and under applicable NASDAQ Rules, the Company has been granted a 45-calendar day compliance period, or until October 3, 2019, to submit a plan to regain compliance. If NASDAQ accepts the Company’s plan, NASDAQ may grant an extension of up to 180 calendar days from the date of the notice, or until March 31, 2020, for the Company to demonstrate compliance with Rule 5550(b)(1). If NASDAQ does not accept the Company’s plan, the Company will have the right to appeal such decision to a NASDAQ hearings panel.
The Company is currently evaluating various courses of action to regain compliance with Rule 5550(b)(1) and intends to timely submit a plan to NASDAQ to regain compliance with the Nasdaq Listing Rules. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(b)(1), there can be no assurance that the Company’s plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on the NASDAQ Capital Market. If the Company’s plan to regain compliance is not accepted or if NASDAQ does not grant an extension and the Company does not regain compliance within the requisite time period, or if the Company fails to satisfy another NASDAQ requirement for continued listing, NASDAQ could provide notice that the Company’s securities will become subject to delisting.
Cautionary Note About Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical fact contained in this current report, including statements regarding our future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals, or the impact of any laws or regulations applicable to us, and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations about future events. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. Our actual future results may differ materially from those discussed here for various reasons. We discuss many of these risks in Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by our other filings with the SEC. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this current report are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.