Roka Bioscience, Inc. (NASDAQ:ROKA) 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 Rule orStandard; Transfer of Listing.
On September 28, 2017, Roka Bioscience, Inc. (the "Company") received a written notice from the Listing Qualifications department of The Nasdaq Stock Market (the "Notice") indicating that the Company is not in compliance with the requirement to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000 as set forth in Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on the Nasdaq Global Market.
The Nasdaq Listing Rules require listed securities to maintain a minimum MVPHS of $5,000,000 and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Notice indicated that the Company will be provided 180 calendar days in which to regain compliance. If at any time during this compliance period the Company’s MVPHS closes at $5,000,000 or more for a minimum of ten consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed.
The Notice further provided that in the event the Company does not regain compliance with Rule 5450(b)(1)(C) prior to the expiration of the 180 calendar day period, the Nasdaq Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Global Market. At that time, the Company would be permitted to appeal the delisting determination to a Hearings Panel.
However, the Company does not intend to appeal any potential delisting action because, as previously disclosed, on August 16, 2017, the Company entered into a definitive agreement with Rokabio, Inc., a newly formed subsidiary of Institute for Environmental Health, providing for the sale of substantially all of the assets of the Company in an all-cash transaction, which is the initial step in a contemplated liquidation of the Company. The Company plans to seek stockholder approval of the asset sale and the contemplated plan of liquidation of the Company and has filed a preliminary proxy statement disclosing such proposals. If the asset sale and subsequent liquidation are approved by the Company’s stockholders, the Company plans to delist and deregister its common stock. Therefore, even if the Company regains compliance with the applicable Nasdaq Listing Rules, the Company’s securities may not continue to be listed on the Nasdaq Global Market.
About Roka Bioscience, Inc. (NASDAQ:ROKA)
Roka Bioscience, Inc. is a molecular diagnostics company. The Company is focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens under the Atlas brand name. The Company offers Atlas Detection Assays and Atlas instrument in the North American food safety testing market and has rights to develop and commercialize its molecular testing solutions for a range of other industrial applications. The detection of foodborne pathogens is accomplished using culture-based assays, immunochemical-based assays and molecular-based assays. The Company sells its Atlas Detection Assays and related consumable supplies for use with its Atlas instruments. The Company’s Atlas instrument is an automated molecular diagnostic testing and a sample-in-result-out instrument that eliminates the need for batch processing and automates all aspects of molecular diagnostic testing on a single, integrated platform.
