PMGC Holdings Inc 8-K, filed Sep 6, 2024
PMGC Holdings Inc. (ELAB)
About this 8-K
PMGC Holdings Inc filed this 8-K on September 6, 2024, reporting on events of September 4, 2024.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Lack of Compliance with Bid Price Rule
As previously reported, on March 6, 2024, we received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period since March 6, 2024, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until September 3, 2024, to regain compliance with the Bid Price Rule. We had failed to regain compliance with the Bid Price Rule prior to September 3, 2024 and did not qualify to request an extension, partly because we did not have $5 million in stockholders’ equity.
On September 4, 2024, Nasdaq sent us a deficiency letter (“Notice”) stating that we had failed to regain compliance with the Bid Price Rule and our stock is subject to delisting. The Notice provided that we have the ability to appeal to the Nasdaq Hearings Panel, which requires us to submit a written request and pay a fee. The Company intends to submit a hearing request to the Nasdaq Hearings Panel to appeal Nasdaq’s determination and submit a compliance plan, which in accordance with Nasdaq rules stays the delisting of the Company’s common stock from Nasdaq pending the Panel’s decision. The Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “ELAB” pending the ultimate conclusion of this process.
Lack of Compliance with Stockholders Equity Rule
As previously reported, on May 21, 2024, we received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq notifying that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Rule”). We submitted a plan on July 9, 2024 and as of June 30, 2024, our stockholders’ equity was approximately $2.6 million. In August 2024, Nasdaq informed us that, despite our stockholders’ equity being above $2,500,000, Nasdaq was not prepared to issue a compliance determination given the small margin compliance and other financial information as reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2024. Nasdaq requested that we submit a compliance plan to demonstrate our ability to regain and maintain compliance with the Stockholders Equity Rule over the next nine to 12 months. We submitted a compliance plan on August 23, 2024.
On September 4, 2024, in addition to notifying us regarding our failure to comply with the Bid Price Rule, in its Notice, Nasdaq advised us that notwithstanding our reported stockholders’ equity of approximately $2.6 million as of June 30, 2024, based on our historical burn rate, we had failed to regain compliance with the Stockholders’ Equity Rule and our stock is subject to delisting. The Notice stated that we can also appeal this issue. We intend to timely file the appeal and pay the required fee to initiate our appeal to the Nasdaq Hearing Panel.
There can be no assurance that the Company’s plan will be accepted by the Nasdaq Hearings Panel or that, if it is, the Company will be able to regain compliance with the Bid Price Rule or the Stockholders’ Equity Rule. If the common stock of the Company is delisted, it could be more difficult to buy or sell the common stock of the Company or to obtain accurate quotations, and the price of the shares of common stock of the Company could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 6, 2024
| Elevai Labs, Inc. | ||
| By: | /s/ Graydon Bensler | |
| Name: | Graydon Bensler | |
| Title: | Chief Executive Officer, President and Director | |
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