Current Report Filing (8-k)
June 01 2021 - 4:37PM
Edgar (US Regulatory)
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2021-05-25
2021-05-25
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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): May 25, 2021
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. ☐
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 25, 2021, Adamis Pharmaceuticals Corporation (the “Company”) received a notification letter (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“NASDAQ”) notifying the Company that, because
the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Filing” or the
“Form 10-Q”), the Company is no longer in compliance with NASDAQ Marketplace Rule 5250(c)(1), which requires timely filing
of periodic reports with the Securities and Exchange Commission (the “SEC”).
The
Notice also indicated that the Company has 60 calendar days to submit a plan to regain compliance and, if NASDAQ accepts
the plan, NASDAQ can grant an exception of up to 180 calendar days from the Filing’s due date to regain compliance. The Company
may regain compliance at any time during this 180-day period upon filing with the SEC its Form 10-Q, as well as all subsequent required
periodic financial reports that are due within that period. 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 Notice was issued in accordance with standard
NASDAQ procedures and has no immediate effect on the listing of the Company’s common stock on the NASDAQ Capital Market.
Item 7.01 Regulation FD Disclosure.
On May 28, 2021, the Company
issued a press release disclosing the Company’s receipt of the Notice. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in
this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for the 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 registration statement or other filing under the Securities Act of
1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Cautionary Note Regarding Forward-Looking
Statements. This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto may contain forward-looking
statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by these statements. Please refer to the note in the press release under the heading “Adamis Forward-Looking
Statements.”
Item
9.01 Financial Statements and Exhibits
Exhibit No.
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Description
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99.1
104
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Press Release, dated May 28, 2021
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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: June 1, 2021
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By:
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/s/ Dennis J. Carlo
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Name:
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Dennis J. Carlo
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Title:
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Chief Executive Officer
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Adamis Pharmaceuticals (NASDAQ:ADMP)
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