Form 8-K - Current report

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): November 16, 2023

MEDAVAIL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36533

90-0772394

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

4720 East Cotton Gin Loop, Suite 220,

Phoenix, Arizona 85040

(Address of principal executive offices)(Zip Code)

(877)830-0826

(Registrant’s telephone number, including area code)

N/A

(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	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MDVL	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 November 16, 2023, MedAvail Holdings, Inc. (the “Company”) received a delinquency notification letter (the “Delinquency Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the three months ended September 30, 2023, the Company is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). The Delinquency Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.

As a result of this delinquency, the Company must submit a plan of compliance within 60 calendar days of receipt of the Delinquency Letter addressing how it intends to regain compliance with Nasdaq’s listing rules. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the original due date of the Form 10-Q, or until May 13, 2024 (the first business day after the 180th calendar day), to regain compliance. There is no assurance that Nasdaq will accept the Company’s plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq’s rules by May 13, 2024. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on November 17, 2023 disclosing the Company’s receipt of the Delinquency Letter. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information furnished in this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued on November 17, 2023

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.


	MEDAVAIL HOLDINGS, INC.

Date: November 17, 2023	By:	/s/ Ramona Seabaugh
		Ramona Seabaugh Chief Financial Officer

Exhibit 99.1

MedAvail Receives Nasdaq Notification of Non-Compliance Related

to Delayed Quarterly Report on Form 10-Q

PHOENIX, Ariz. GlobeNewswire – November 17, 2023 – MedAvail Holdings, Inc. (Nasdaq: MDVL) (“MedAvail” or the “Company”), an innovative pharmacy technology company, announced today that on November 16, 2023, the Company received a delinquency notification letter from the Listing Qualifications Department of the Nasdaq Stock Market indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to have timely filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 with the Securities and Exchange Commission.

The delinquency notification letter provides that, under Nasdaq rules, the Company now has 60 calendar days to submit to Nasdaq a plan to regain compliance in accordance with Nasdaq’s listing requirements. If the Company’s plan is accepted, Nasdaq may grant the Company up to 180 days, or until May 13, 2024, for the Company to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel. The delinquency notification letter has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.

About MedAvail

MedAvail Holdings, Inc. (NASDAQ: MDVL) is a pharmacy technology company, providing turnkey, in-clinic pharmacy services through its proprietary robotic dispensing technology, the MedAvail MedCenter®. The MedCenter is currently in use in both the primary care and urgent care settings, as well as Federally Qualified Health Centers (FQHCs). MedAvail promotes patient drug adherence, resulting in better health outcomes. Learn more at www.medavail.com.

Forward-Looking Statements

This press release contains “forward-looking” statements, including with respect to the Company’s anticipated filing of the Form 10-Q. No assurance can be given that the Form 10-Q will be filed within 60 days, or that Nasdaq will continue to list the Company’s common stock if the Company fails to timely regain compliance with Nasdaq’s listing rules. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, those risks and uncertainties in MedAvail’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, MedAvail’s Quarterly Reports on Form 10-Q, and MedAvail’s other reports and filings made with the Securities and Exchange Commission. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements speak only as of the date hereof and MedAvail undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts:

Investor Relations

Steven Halper/Caroline Paul

Managing Directors, LifeSci Advisors

ir@medavail.com

SOURCE MedAvail Holdings, Inc.

Document and Entity Information	Aug. 17, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	MEDAVAIL HOLDINGS, INC.
Entity Central Index Key	0001402479
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36533
Entity Tax Identification Number	90-0772394
Entity Address, Address Line One	4720 East Cotton Gin Loop,
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Phoenix,
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85040
City Area Code	877
Local Phone Number	-0826
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MDVL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false