Edge Therapeutics, Inc. (NASDAQ:EDGE) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

On June 20, 2018, Edge Therapeutics, Inc. (“Edge”) received written notice from The Nasdaq Stock Market (“Nasdaq”) stating that Edge is not in compliance with the audit committee requirements for continued listing on The Nasdaq Global Select Market, as set forth in Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Requirements”), after James Healy did not seek re-election to the Board of Directors at Edge’s 2018 Annual Meeting of Stockholders held on June 19, 2018 (the “Annual Meeting”) and Kurt Conti’s resignation from Board of Directors on the same date. Edge has since appointed Robert Spiegel to Edge’s Audit Committee. As a result of these actions, Edge currently has an Audit Committee comprised of two members.

The notice has no immediate effect on the listing of Edge’s common stock, and its common stock will continue to trade on The Nasdaq Global Select Market under the symbol “EDGE” at this time. In accordance with Nasdaq Listing Rule 5605(c)(4), Edge has a cure period to regain compliance with the Audit Committee Requirements ending on the later of (i) the date of its next annual meeting of stockholders or June 19, 2019; or (ii) if the next annual stockholders meeting is held before December 17, 2018, then December 17, 2018. To regain compliance, Edge’s Board of Directors must appoint an additional independent director, as defined under applicable Nasdaq rules, to the Audit Committee before the expiration of the cure period.

If Edge does not regain compliance with Audit Committee Requirements within the above referenced dates, Nasdaq will provide written notification to Edge that its securities will be subject to delisting. Edge intends to satisfy the Audit Committee Requirements within the timeframe required by Nasdaq.

As of June 19, 2018, Kurt Conti, a member of Edge’s Board of Directors, resigned from the Board of Directors. Mr. Conti notified Edge that his decision to resign was not the result of any disagreement with Edge or any matter relating to Edge’s operations, policies or practices.

The Annual Meeting was held on June 19, 2018. A quorum was present at the Annual Meeting. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in Edge’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2018, were (1) the election of Sol J. Barer and Brian Leuthner, as Class C directors to Edge’s Board of Directors to hold office until the 2021 Annual Meeting of Stockholders and (2) the ratification of the selection of KPMG LLP as Edge’s independent registered public accounting firm for the fiscal year ending December 31, 2018. At the Annual Meeting, Edge’s stockholders approved the two proposals, and the final results were as follows:

About Edge Therapeutics, Inc. (NASDAQ:EDGE)

Edge Therapeutics, Inc. is a clinical-stage biotechnology company that discovers, develops and seeks to commercialize, hospital-based therapies capable of transforming treatment paradigms in the management of life-threatening neurological and other conditions. Edge is evaluating EG-1962, its lead product candidate, in the Phase 3 NEWTON 2 study in adult patients with aneurysmal subarachnoid hemorrhage (aSAH). This study will evaluate EG-1962’s ability to improve patient outcomes versus standard of care oral nimodipine after an aSAH resulting from a ruptured brain aneurysm. Edge’s product candidates utilize Precisa, a platform with a approach that seeks to enable targeted and sustained drug exposure at the site of injury, while potentially avoiding off-target side effects associated with systemic delivery. Edge is also using its Precisa development platform to develop additional product candidates targeting other acute, serious conditions where limited or no current therapies exist.