Statera Biopharma (Nasdaq: STAB) (the “Company”), a
biopharmaceutical company creating next-generation immune therapies
that focus on immune restoration and homeostasis, today announced
the Company received a letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 19,
2022 indicating that, because the Company has not yet filed its
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 (the “Form 10-K”), the Company does not comply with
Nasdaq Listing Rule 5250(c)(1) for continued listing.
On March 31, 2022, the Company filed a Form
12b-25 Notification of Late Filing (the “Form 12b-25”) with the
Securities and Exchange Commission (the “SEC”) and issued a press
release announcing, among other things, that the Company was unable
to file its Form 10-K within the prescribed time period. The
Company indicated that it was unable to complete its financial
statements for the full year 2021 due to a delay experienced in
completing its financial statements and other disclosures in the
Annual Report.
As previously disclosed, Nasdaq granted an
exception giving the Company a new deadline of April 15, 2022 to
file its Form 10-K.
As a result of this additional delinquency, the
Company must submit to Nasdaq a plan to regain compliance by June
20, 2022. If the plan is accepted by Nasdaq, the Company must
implement the plan to regain compliance by the date that is 180
days after the due date of the Form 10-K or October 17, 2022. The
Company intends to submit a timely plan. There is no assurance,
however, that the Company’s plan will be accepted by Nasdaq nor
that the Company will successfully implement its plan. If the
Company does not regain compliance with the allotted compliance
period(s), including any extensions that may be granted by Nasdaq,
Nasdaq may provide notice that the Company’s common stock will be
subject to delisting.
Further on April 13, 2022, the Company announced
it was no longer in compliance with several of the Nasdaq Stock
Market’s rules. Details of this non-compliance is set out
below.
On March 25, 2022, Randy Saluck and Lea Verny,
each a member of the board of directors (the “Board”) of the
Company, resigned from their positions as members of Board,
effective immediately. At the time of their resignations, Mr.
Saluck and Ms. Verny each served on the audit, nominating and
corporate governance and compensation committees of the Board.
First, under Nasdaq Listing Rule 5605(b)(1), a
majority of the directors on the Board must be independent
directors, as defined under the Nasdaq rules. As of the effective
time of the resignations of Mr. Saluck and Ms. Verny, the Board is
comprised of one director who is independent under the Nasdaq
Listing Rules and two directors who are not independent.
Second, under Nasdaq Listing Rule 5605(c)(2)(A),
the audit committee of the Board must be comprised of at least
three independent directors, as defined under the Nasdaq rules. As
of the effective time of the resignations of Mr. Saluck and Ms.
Verny, the audit committee of the Board is comprised of one
director who is independent under the Nasdaq Listing Rules.
Third, under Nasdaq Listing Rules 5605(d)(2)(A) and 5605(d)(5),
the compensation committee of the Board must be comprised of at
least two independent directors, as defined under the Nasdaq Rules.
As of the effective time of the resignations of Mr. Saluck and Ms.
Verny, the compensation committee of the Board is comprised of only
one director who is independent under the Nasdaq Listing Rules.
On March 28, 2022, the Company provided formal
notice to Nasdaq disclosing the Company’s noncompliance with
Nasdaq’s governance requirements as described above. Under Nasdaq’s
rules, because the Company has only one independent director and
one independent audit committee member, there is no available cure
period within which the Company can regain compliance with the
rules pertaining to the composition of the Board and the audit
committee of the Board. Instead, the Company has until May 19, 2022
to submit a plan to Nasdaq to regain compliance. If Nasdaq accepts
the plan, Nasdaq can grant an extension of up to 180 calendar days
from April 4, 2022, the date of Nasdaq’s letter to the Company
regarding this noncompliance matter, to evidence compliance. The
Company intends to submit a plan to Nasdaq to regain compliance by
or before May 19, 2022.
In accordance with Nasdaq Listing Rule
5605(d)(4), the Company is granted a cure period to regain
compliance with the rules pertaining to the composition of the
compensation committee of the Board, which cure period will expire
upon the earlier of the Company’s next annual stockholders’ meeting
or March 25, 2023; provided, however, that if the Company’s next
annual stockholders’ meeting is held before September 21, 2022,
then the Company must evidence compliance no later than September
21, 2022. The Board intends to appoint one or more new independent
directors to fill the vacancies on the compensation committee of
the Board prior to the expiration of such cure period in order to
regain compliance with Nasdaq Listing Rule 5605(d)(2)(A) pertaining
to the compensation committee of the Board.
Further on April 15, 2022, the Company announced
that on April 11, 2022, Tuner, Stone & Company, LLP (“TSC”)
advised the Audit Committee of the Board of Directors (the “Audit
Committee”) of Statera Biopharma, Inc., a Delaware corporation (the
“Company”) of TSC’s resignation as the Company’s independent
registered public accounting firm, effective on that date. The
Audit Committee did not request, recommend or approve the
resignation of TSC. In its letter of resignation, TSC indicated
that based on information that had come to its attention, TSC was
resigning and would no longer be able to provide auditing services.
The resignation was not the result of a disagreement between the
Company and the TSC on accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
during the two most recently completed fiscal years.
The Company has begun a search process to
identify a new independent registered public accounting firm. The
Company will disclose its engagement of a new independent
registered public accounting firm in accordance with SEC rules and
regulations once the process has been completed.
There can be no assurance that the Company will
be able to regain compliance with the Nasdaq listing criteria or
will otherwise be in compliance with the Nasdaq listing
criteria.
About Statera Biopharma
Statera Biopharma (formerly Cytocom, Inc.) is a
clinical-stage biopharmaceutical company developing novel
immunotherapies targeting autoimmune, neutropenia/anemia, emerging
viruses and cancers based on a proprietary platform designed to
rebalance the body’s immune system and restore homeostasis. Statera
has one of the largest platforms of toll-like receptor (TLR)
agonists in the biopharmaceutical industry with TLR4
and TLR9 antagonists, and the TLR5 agonists, Entolimod
and GP532. TLRs are a class of protein that plays a key role
in the innate immune system. Statera is developing therapies
designed to directly elicit within patients a robust and durable
response of antigen-specific killer T-cells and antibodies, thereby
activating essential immune defenses against autoimmune,
inflammatory, infectious diseases, and cancers. Statera has
clinical programs for Crohn’s disease
(STAT-201), hematology (Entolimod), pancreatic cancer
(STAT-401) and COVID-19 (STAT-205) in addition to potential
expansion into fibromyalgia and multiple sclerosis. To learn
more about Statera Biopharma, please visit
www.staterabiopharma.com.
Forward Looking Statements
This press release contains forward-looking
statements that involve risks and uncertainties. All statements
other than statements of current or historical fact contained in
this press release, including statements regarding the Company’s
expected clinical development timeline for the Company’s product
candidates, future financial position, business strategy, new
products, budgets, liquidity, cash flows, projected costs,
regulatory approvals, the impact of any laws or regulations
applicable to the company, 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 the current expectations about future events held by
management. While we believe these expectations are reasonable,
such forward-looking statements are inherently subject to risks and
uncertainties, many of which are beyond the Company’s control. The
company’s actual future results may differ materially from those
discussed here for various reasons. The Company discusses many of
these risks under the heading “Risk Factors” in the proxy
statement/prospectus filed with the SEC on June 10, 2021, as
updated by the company’s other filings with the SEC. Factors that
may cause such differences include, but are not limited to, the
outcome of any legal proceedings that have been or may be
instituted against the company related to the merger between
Cleveland BioLabs and Cytocom; unexpected costs, charges or
expenses resulting from the merger; the Company’s need for
additional financing to meet the Company’s business objectives; the
Company’s history of operating losses; the Company’s ability to
successfully develop, obtain regulatory approval for, and
commercialize the Company’s products in a timely manner; the
Company’s plans to research, develop and commercialize the
Company’s product candidates; the Company’s ability to attract
collaborators with development, regulatory and commercialization
expertise; the Company’s plans and expectations with respect to
future clinical trials and commercial scale-up activities; the
Company’s reliance on third-party manufacturers of the Company’s
product candidates; the size and growth potential of the markets
for the Company’s product candidates, and the Company’s ability to
serve those markets; the rate and degree of market acceptance of
the Company’s product candidates; regulatory requirements and
developments in the United States, the European Union and foreign
countries; the performance of the Company’s third-party suppliers
and manufacturers; the success of competing therapies that are or
may become available; the Company’s ability to attract and retain
key scientific or management personnel; the Company’s historical
reliance on government funding for a significant portion of the
Company’s operating costs and expenses; government contracting
processes and requirements; the exercise of significant influence
over the Company’s company by the Company’s largest individual
stockholder; the impact of the novel coronavirus (“COVID-19”)
pandemic on the Company’s business, operations and clinical
development; the geopolitical relationship between the United
States and the Russian Federation as well as general business,
legal, financial and other conditions within the Russian
Federation; the Company’s ability to obtain and maintain
intellectual property protection for the Company’s product
candidates; the Company’s potential vulnerability to cybersecurity
breaches; and other factors discussed in the Company’s SEC filings,
including the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020 and the risk factors discussed under the
heading “Risk Factors” in the proxy statement/prospectus the
company filed in connection with the merger on June 10, 2021.
Given these uncertainties, you should not place
undue reliance on these forward-looking statements. The
forward-looking statements included in this press release 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.
Contacts:
Statera BiopharmaNichol OchsnerExecutive V.P.
Investor Relations and Corporate
Communications+1.732.754.2545nichol.ochsner@staterabiopharma.com
FINN PartnersGlenn
Silver+1.973.818.8198glenn.silver@finnpartners.com
FINN PartnersDavid Carey (IR)+1.212.
867.1768David.carey@finnpartners.com
Statera BioPharma (NASDAQ:STAB)
過去 株価チャート
から 11 2024 まで 12 2024
Statera BioPharma (NASDAQ:STAB)
過去 株価チャート
から 12 2023 まで 12 2024