UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 September 12, 2023, Zomedica Corp. (the “Company”) received a deficiency letter (the “Letter”) from the NYSE American LLC (the “NYSE American”) indicating that the Company was not in compliance with the NYSE American continued listing standards set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) because the Company’s common shares were selling for a substantial period of time at a low price per share, which the NYSE American determined to be a 30-trading day average of less than $0.20 per share. The Letter does not result in the immediate delisting of the Company’s common shares from the NYSE American Market.
Pursuant to Section 1003(f)(v) of the Company Guide, the NYSE American staff determined that the Company’s continued listing is predicated on it effecting a reverse stock split of its common shares or otherwise demonstrating sustained price improvement within a reasonable period of time, which the staff determined to be no later than March 12, 2024. The Letter further stated that as a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner. The Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures that are for the best interests of the Company and its shareholders. In particular, the Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to shareholder approval if necessary, to cure the share price non-compliance.
The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.
The Company issued a press release on September 13, 2023 announcing it received the Letter from the NYSE American that it is not in compliance with the NYSE American continued listing standards set forth in Section 1003(f)(v) of the Company Guide. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
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SIGNATURE
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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Date: September 13, 2023 | By: | /s/ Peter Donato |
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| Peter Donato |
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| Chief Financial Officer |
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EXHIBIT 99.1
Zomedica Provides Corporate Update
ANN ARBOR, Mich., September 13, 2023 (GLOBE NEWSWIRE) -- Zomedica Corp. (NYSE American: ZOM) (“Zomedica” or the “Company”), a veterinary diagnostic company, today announced that, as disclosed in its Current Report on Form 8-K filed with the SEC on September 13, 2023 (the “NYSEA Form 8-K”), it has received formal notice from the NYSE American that it is not in compliance with the NYSE American’s continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide because the Company’s common shares have been selling for a substantial period of time at a low price per share. The Company’s receipt of the notice from the NYSE American does not result in the immediate delisting of the Company’s common shares. As disclosed in the NYSEA Form 8-K, the Company plans to notify the NYSE American that it intends to cure the share price deficiency and return to compliance with the NYSE American’s continued listing standards by undertaking a measure or series of measures that are for the best interests of the Company and its shareholders.
The Company’s common shares will continue to be listed and trade on the NYSE American during this period, subject to the Company’s compliance with other NYSE American continued listing standards. The notification does not affect the Company’s SEC reporting requirements or the ongoing business operations of the Company and management believes the Company remains well-capitalized. Reference is made to the NYSEA Form 8-K for additional information.
The Form 8-K has been filed with SEC and is available on the SEC’s EDGAR system at https://www.sec.gov/edgar/searchedgar/companysearch.html. A filing has also been made under our profile on SEDAR+ at www.sedarplus.ca.
About Zomedica
Based in Ann Arbor, Michigan, Zomedica (NYSE American: ZOM) is a veterinary health company creating products for companion animals by focusing on the unmet needs of clinical veterinarians. Zomedica's product portfolio will include innovative diagnostics and medical devices that emphasize patient health and practice health. It is Zomedica's mission to provide veterinarians the opportunity to increase productivity and grow revenue while better serving the animals in their care. For more information, visit www.ZOMEDICA.com.
Follow Zomedica
Email Alerts: http://investors.zomedica.com
LinkedIn: https://www.linkedin.com/company/zomedica
Facebook: https://m.facebook.com/zomedica
Twitter: https://twitter.com/zomedica
Instagram: https://www.instagram.com/zomedica_inc
Cautionary Statement Regarding Forward-Looking Statements - Safe Harbor
Except for statements of historical fact, this news release contains certain "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur and include statements relating to our expectations regarding future results. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
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Forward-looking information is based on the opinions and estimates of management at the date the statements are made, including assumptions with respect to economic growth, demand for the Company's products, the Company's ability to produce and sell its products, sufficiency of our budgeted capital and operating expenditures, the satisfaction by our strategic partners of their obligations under our commercial agreements, our ability to realize upon our business plans and cost control efforts and the impact of COVID-19 on our business, results and financial condition.
Our forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments, uncertainty as to whether our strategies and business plans will yield the expected benefits; uncertainty as to the timing and results of development work and verification and validation studies; uncertainty as to the timing and results of commercialization efforts, as well as the cost of commercialization efforts, including the cost to develop an internal sales force and manage our growth; uncertainty as to our ability to supply products in response to customer demand; uncertainty as to the likelihood and timing of any required regulatory approvals, and the availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; competition from related products; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; our ability to secure and maintain strategic relationships; performance by our strategic partners of their obligations under our commercial agreements, including product manufacturing obligations; risks pertaining to permits and licensing, intellectual property infringement risks, risks relating to any required clinical trials and regulatory approvals, risks relating to the safety and efficacy of our products, the use of our products, intellectual property protection, risks related to the COVID-19 pandemic and its impact upon our business operations generally, including our ability to develop and commercialize our products, and the other risk factors disclosed in our filings with the SEC and under our profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Contact:
Dave Gentry
RedChip Companies Inc.
1-800-RED-CHIP (733-2447)
Or 407-491-4498
SOURCE: Zomedica Corp.
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