Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on March 29, 2023, Harpoon Therapeutics, Inc. (the “Company”) received a written notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that for the last 30 consecutive business days, the bid price of the Company’s common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5450(a)(1). On September 19, 2023, the Company received notice from Nasdaq that the Staff determined that from September 5 to September 18, 2023, the closing bid price of the Company’s common stock was at $1.00 per share or greater; accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2), and this matter is now closed.
As previously reported, on March 30, 2023, the Company received a notification letter from the Staff, indicating that the Company’s stockholders’ equity of $5.4 million, as reported in its Annual Report on Form 10-K for the year ended December 31, 2022, did not satisfy the continued listing requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A) to maintain a minimum of $10 million in stockholders’ equity. On June 7, 2023, Nasdaq granted the Company a 180-day extension to September 26, 2023 to provide evidence of compliance. On September 12, 2023, the Company transferred from Nasdaq Global Market to Nasdaq Capital Market.
On September 27, 2023, the Company received a written notice from the Staff indicating that the Company did not meet the terms of the extension by making public disclosure evidencing compliance with the minimum $2.5 million equity requirement under Nasdaq Listing Rule 5550(b) by the September 26, 2023 deadline. The Company plans to timely request a hearing before the Nasdaq Hearings Panel, which request would stay any further action by the Staff.
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “expect,” “intend,” “may,” “will,” “would,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements, including statements relating to the Company’s plans for pursuing a hearing before the Nasdaq Hearings Panel. These forward-looking statements are based on Harpoon Therapeutics’ expectations and assumptions as of the date of this Current Report on Form 8-K. These forward-looking statements are subject to risks and uncertainties that could cause results and events to differ significantly from those expressed or implied by the forward-looking statements. Many factors that may cause Harpoon Therapeutics’ actual results to differ from those expressed or implied in the forward-looking statements in this Current Report on Form 8-K are discussed in Harpoon Therapeutics’ filings with the U.S. Securities and Exchange Commission, including under “Risk Factors” in Harpoon Therapeutics’ quarterly report on Form 10-Q for the quarter ended June 30, 2023 and future filings by Harpoon Therapeutics. Except as required by law, Harpoon Therapeutics assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.
