EXPLANATORY NOTE
DBV Technologies S.A. (the “Company”) is filing this Current Report on Form 8-K/A (Amendment No. 1) in order to amend its previously filed Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 21, 2021.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continuous Listing Rule or Standard; Transfer of Listing |
On January 14, 2021, the Company received a notice letter (the “Notice Letter”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company’s bylaws do not require a quorum for shareholders’ meetings of at least 33 1/3% of the outstanding shares of the Company’s voting ordinary shares, Nasdaq has determined that the Company does not meet Nasdaq’s quorum requirement under Listing Rule 5620(c)(i) (the “Nasdaq Quorum Requirement”). Prior to January 1, 2020, the Company was a foreign private issuer and was exempt, pursuant to Listing Rule 5615(a)(3), from complying with the Nasdaq Quorum Requirement.
While the Company’s American Depositary Shares (the “ADSs”), each representing one-half of one ordinary share, are listed on Nasdaq, the Company’s ordinary shares are listed on Euronext Paris. Applicable French laws and regulations prohibit French listed companies from having a quorum requirement for shareholders’ meetings that is higher than the minimums set by French law. The minimum quorum requirements under French law are lower than the Nasdaq Quorum Requirement.
Under applicable Nasdaq rules, the Company had 45 days from the date of the Notice Letter to submit a plan to Nasdaq to regain compliance, which the Company did. The Company had also, prior to receipt of the Notice Letter, engaged in discussions with Nasdaq regarding its inability to comply simultaneously with the Nasdaq Quorum Requirement and applicable French laws and regulations. On December 31, 2020, as a result of these discussions, Nasdaq filed with the Securities and Exchange Commission (“SEC”) a proposed rule change to modify the Nasdaq Quorum Requirement applicable to a company incorporated outside of the United States where such company’s home country law is in direct conflict with the Nasdaq Quorum Requirement. On April 14, 2021, the SEC approved the proposed rule change, as amended by Nasdaq on April 8, 2021.
On April 23, 2021, the Company filed with the SEC a Current Report on Form 8-K disclosing that in accordance with the requirements of recently amended Nasdaq Listing Rule 5620(c)(ii), the Company had submitted a letter from its independent French counsel to Nasdaq on April 20, 2021 stating that the laws of the Company’s home country, France, mandate a lower quorum for shareholders’ meetings than the minimum quorum otherwise required by the Nasdaq Quorum Requirement and that the Company cannot obtain an exemption or waiver from the applicable requirements of French law that would permit it to comply with the Nasdaq Quorum Requirement. The Company also posted a statement regarding its reliance on the exception from the Nasdaq Quorum Requirement on its website and will update this statement annually while it continues to rely on this exception from the Nasdaq Quorum Requirement.
On April 26, 2021, Nasdaq notified the Company that Nasdaq has determined that the Company has regained compliance with the Nasdaq Quorum Requirement and that the matter initiated with the Notice Letter is now closed.
