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): November 16, 2021
AZIYO BIOLOGICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39577 | 47-4790334 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12510 Prosperity Drive, Suite 370
Silver Spring, MD 20904
(Address of principal executive offices) (Zip Code)
(240) 247-1170
(Registrant’s telephone number, include area code)
N/A
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value per share | AZYO | The Nasdaq Global Market |
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 x
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 November 16, 2021, Aziyo Biologics, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company’s stockholders’ equity as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 does not satisfy the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A), which requires that the Company’s stockholders’ equity be at least $10.0 million for continued listing on the Nasdaq Global Market. The Notice has no immediate effect on the listing of the Company’s Class A common stock, which will continue to trade on the Nasdaq Global Market under the symbol “AZYO” at this time.
In accordance with such notice, the Company has 45 days from the date of the Notice to submit a plan to regain compliance with all Nasdaq Global Market listing requirements. Alternatively, the Company may apply to transfer from the Nasdaq Global Market to the Nasdaq Capital Market tier subject to the Company’s satisfaction of the Nasdaq Capital Market’s listing requirements. The Company currently intends to transfer to the Capital Market tier.
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.
AZIYO BIOLOGICS, INC. | ||
| Date: November 22, 2021 | By: | /s/ Ronald Lloyd |
| Ronald Lloyd | ||
| President and Chief Executive Officer | ||