AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.
As previously reported, Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), redeemed of all of its outstanding ClassA ordinary shares on October31, 2018 as a result of its failure to consummate an initial business combination prior to October14, 2018 and the Company’s inability to obtain the requisite vote to extend such deadline at its Extraordinary General Meeting of Shareholders held on October4, 2018. On November2, 2018, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market (“NASDAQ”) indicating that the Staff has determined to delist the Company’s ClassA ordinary shares from the NASDAQ to its discretionary authority under Listing Rules5101 and IM-5101-1.2 and has determined to delist the Company’s warrants and units for failing to comply with Listing Rules5560(a)and 5225(b)(1)(A), respectively, as a result of the Company’s ClassA ordinary shares no longer meeting the minimum 300 public holder requirement and the minimum 500,000 publicly held shares requirement, as well as the minimum $2.5 million stockholders equity requirement for continued listing on the NASDAQ Capital Market, in each case to Rule5550. Accordingly, the Staff notified the Company that unless the Company requests an appeal of this determination, such securities will be delisted at the opening of business on November13, 2018 and a Form25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on NASDAQ.
The Company intends to appeal NASDAQ’s decision to a hearings panel prior to the deadline to appeal on November9, 2018 to the procedures set forth in the NASDAQ rules. The suspension of the Company’s securities and the filing of the Form25-NSE will be stayed pending the hearing panel’s decision. The Company can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing or that the Company can maintain compliance with the other NASDAQ Listing Rules.
As previously reported, the Company’s warrants and ClassB ordinary shares remain outstanding. The holders of ClassB ordinary shares, which includes Avista Acquisition Corp., the Company’s sponsor, and each of the Company’s directors, determined not to proceed with liquidation and dissolution of the Company and to maintain the existence of the Company following the redemption in order to pursue the consummation of a business combination with Organogenesis Inc. to that certain Agreement and Plan of Merger, dated as of August17, 2018, by and among the Company, Avista Healthcare Merger Sub,Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company and Organogenesis Inc., as amended on October5, 2018, and as may be further amended from time to time (the “Merger Agreement”).
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. Forward-looking statements may be identified by the use of words such as “will,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” “extend,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include statements relating to the redemption of the public shares, the continued existence and operations of the Company to pursue the proposed business combination, and the proposed business combination. Forward looking statements with respect to the redemption, the continued existence and operations of the Company, the proposed business combination, strategies, prospects and other aspects of the businesses of the Company, Organogenesis or the combined company after completion of the business combination are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward looking statements. These factors include, but are not limited to: (1)the Company’s ability to successfully appeal NASDAQ’s determination to delist the securities and otherwise maintain compliance with applicable NASDAQ listing standards; (2)the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement by and between the Company and Organogenesis Inc. and the proposed business combination contemplated therein; (3)the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the Company’s shareholder or other conditions to closing in the Merger Agreement; (4)the risk that the proposed business combination disrupts current plans and operations of Organogenesis as a result of the announcement and consummation of the transactions described herein; (5)the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6)costs related to the proposed business combination; (7)changes in applicable laws or regulations; (8)the possibility that Organogenesis may be adversely affected by other economic, business, and/or competitive factors; and (9)other risks and uncertainties indicated from time to time in the registration statement of the Company filed in connection with the proposed business combination and the joint proxy/consent solicitation statement/prospectus contained therein, including those under