Current Report Filing (8-k)
17 6월 2023 - 5:16AM
Edgar (US Regulatory)
0001861657
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0001861657
2023-06-12
2023-06-12
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 12, 2023
HILLSTREAM
BIOPHARMA, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41210 |
|
84-2642541 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.
R. S. Employer
Identification
No.) |
1200
Route 22 East, Suite 2000
Bridgewater,
NJ 08807
(Address
of principal executive offices, including zip code)
(908)
955-3140
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
☐ |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $0.0001 par value |
|
HILS |
|
The
Nasdaq Stock Market LLC |
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
June 12, 2023, Hillstream BioPharma, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq
Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”),
for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company is not in compliance
with the $1.00 minimum bid price requirement for the continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule
5550(a)(2). The Notice has no effect at this time of the Common Stock, which continues to trade on the Nasdaq Capital Market under the
symbol “HILS”.
In
accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until December 11, 2023, to
regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or
exceed $1.00 per share for a minimum of ten consecutive business days during this 180 day period.
If
the Company is not in compliance by December 11, 2023, the Company may qualify for a second 180 calendar day compliance period. If the
Company does not qualify for, or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company
of its determination to delist its Common Stock, at which point the Company would have an option to appeal the delisting determination
to a Nasdaq hearings panel.
The
Company intends to actively monitor the closing bid price of its Common Stock and may, if appropriate, consider implementing available
options to regain compliance with the minimum bid price under the Nasdaq Listing Rules.
This
Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company’s
ability to regain compliance with the minimum bid price requirement, the Company’s intentions to actively monitor closing bid price
of its Common Stock and the Company’s plans to consider implementing available options to regain compliance with the minimum bid
price requirement. The Company’s actual results and the timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties, including the risk that the Company may not meet the minimum
bid price requirement during any compliance period or in the future, the risk that the Company may not otherwise meet the requirements
for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary,
the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, among other risks and
uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s
most recent Annual Report on Form 10-K, as may be amended or supplemented from time to time by the Company’s Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. The Company undertakes no duty or obligation to update any forward-looking statements contained
in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.
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.
Date:
June 16, 2023 |
Hillstream
BioPharma, Inc. |
|
|
|
/s/
Randy Milby |
|
Randy
Milby |
|
Chief
Executive Officer |
Hillstream BioPharma (NASDAQ:HILS)
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