Intensity Therapeutics Inc.
04/19/2024 | Press release | Distributed by Public on 04/19/2024 14:02
Failure to Satisfy Listing Rule - Form 8-K
Item 3.01 Notice of Delisting or Failure to Satisfy a Listing Rule or Standard; Transfer of Listing.
On April 12, 2024, Daniel Donovan resigned from the Audit Committee of the Board of Directors (the "Board") of Intensity Therapeutics, Inc. (the "Company") prior to the Company entering into a non-material transaction with a service organization controlled by Mr. Donovan. Mr. Donovan remains on the Board and a member of the Board's Compensation Committee and Nominating and Corporate Governance Committee.
The Company notified The Nasdaq Stock Market LLC ("Nasdaq") of Mr. Donovan's resignation. Pursuant to Nasdaq Listing Rule 5605(c)(2)(A), a listed company must have an audit committee of at least three members, each of whom must be an Independent Director as defined under Nasdaq Listing Rule 5605(a)(2) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act). With Mr. Donovan's resignation from the Audit Committee, the Audit Committee is currently comprised of only two members, each of whom meets the independence requirements set forth in Nasdaq Rule 5605(a)(2) and Rule 10A-3(b)(1) of the Exchange Act. As a result, on April 18, 2024, the Company received a letter (the "Letter") from Nasdaq notifying the Company that, as a result of the resignation of Daniel Donovan from the Audit Committee, the Company is not in compliance with Nasdaq's audit committee composition requirements as set forth in Nasdaq Listing Rule 5605.
The Letter further provides that, pursuant to Nasdaq Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605, which cure period will expire the earlier of the Company's next annual stockholders' meeting or April 14, 2025; or if the next annual stockholders' meeting is held before October 9, 2024, then the cure period will expire on October 9, 2024.
The Company intends to appoint within the cure period another member to its Board that will qualify and serve on the Audit Committee.
If the Company does not regain compliance within the cure period, Nasdaq will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a hearings panel. The Company is in the process of reviewing and evaluating potential options to regain compliance with Nasdaq audit committee requirements as set forth in Nasdaq Listing Rule 5605 within the cure period provided by Nasdaq. However, there can be no assurance the Company will regain compliance with Nasdaq Listing Rule 5605 or maintain compliance with other Nasdaq Listing Rules.
1