Current Report Filing (8-k)
October 16 2019 - 4:31PM
Edgar (US Regulatory)
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): October 15, 2019
ADAMIS
PHARMACEUTICALS CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-26372
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82-0429727
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11682
El Camino Real, Suite 300
San
Diego, CA
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92130
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 997-2400
(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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which registered
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Common
Stock
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ADMP
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NASDAQ
Capital Market
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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.
☐
Section
3 - Securities and Trading Markets
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Item
3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
October 15, 2019, Adamis Pharmaceuticals Corporation (the “Company”) notified The Nasdaq Stock
Market (“Nasdaq”) that as a result of the previously disclosed resignation of William C. Denby, III from the
Company’s Board of Directors (the “Board”), the Company was no longer in compliance with Nasdaq
Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be composed of at least three independent
directors. The resignation of Mr. Denby left the Audit Committee with two independent directors.
This
has no immediate effect on the Company’s Nasdaq listing or the trading of its common stock.
In
accordance with Nasdaq Listing Rule 5605(c)(4)(B), the Company has a cure period to regain compliance with Nasdaq
Listing Rule 5605(c)(2)(A), until the earlier to occur of the next annual shareholders meeting or September 30, 2020;
provided, however, that if the annual shareholders meeting is held before March 30, 2020, then the Company must evidence
compliance no later than March 30, 2020.
On
October 16, 2019, Nasdaq issued a letter to the Company confirming the Company’s noncompliance with the audit committee
requirements of Nasdaq Listing Rule 5605 as a result of Mr. Denby’s resignation and the cure period for the Company to regain
compliance under Nasdaq Listing Rule 5605(c)(4).
The Company expects to regain compliance by or before the end of the cure period.
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.
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ADAMIS PHARMACEUTICALS CORPORATION
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Dated: October 16, 2019
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By:
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/s/
Robert O. Hopkins
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Name:
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Robert O. Hopkins
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Title:
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Chief Financial
Officer
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Adamis Pharmaceuticals (NASDAQ:ADMP)
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