XBIOTECH INC. (NASDAQ:XBIT) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01(a) Notice of Failure to Satisfy a Continued Listing Rule or Standard.
Letter Received from NASDAQ
Due to the notification described below in Item 5.02(b), on January 18th, 2018 (the “Letter Date”), the Company received a letter from the NASDAQ Listing Qualifications Department (“NLQD”) which noted the Company’s non-compliance with NASDAQ’s independent director and audit committee composition requirements set forth in Listing Rules 6505(b)(1) and 5605(c)(2), respectively. Accordingly, NASDAQ has requested that the Company submit a plan to regain compliance within 45 days of the Letter Date. If this plan is accepted, NASDAQ can grant an extension of up to 180 calendar days from the Letter Date to evidence compliance, or until July 17, 2018. If NASDAQ does not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a NASDAQ Hearings Panel before any change to the Company’s listing occurs. The Company plans to submit the compliance plan within the requested time frame and is well underway in replacing the departed board members. The Company feels confident it will fill the vacancies within the required timeframe.
The letter also notes the Company’s non-compliance with NASDAQ’s compensation committee requirements as set forth in Listing Rule 5605(d)(2). However, consistent with Listing Rule 5605(d)(4), NASDAQ will provide the Company a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or January 16, 2019 or if the next annual shareholders’ meeting is held before July 16, 2018, then the Company must evidence compliance no later than this date. The Company plans to fill the vacancy and regain compliance within the cure period provided by NASDAQ.
Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of a Member of the Board of Directors
On January 16th, 2018 Daniel Vasella resigned from the Board of Directors of XBiotech Inc. effective immediately. On January 16th, 2018, the Company promptly notified the NLQD of this event.
This Form 8-K and the related press release contain forward-looking statements, including declarations regarding management's beliefs and expectations, that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “expects,” “plans,” “contemplate,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “intend” or “continue” or the negative of such terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties are subject to the disclosures set forth in "Risk Factors" in our SEC filings.
About XBIOTECH INC. (NASDAQ:XBIT)
XBiotech Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in discovering and developing True Human monoclonal antibodies for treating a range of diseases. The Company focuses on bringing its lead product candidate, Xilonix (MABp1), to market. The Company has also developed a True Human monoclonal antibody discovery platform and manufacturing system. The Company’s therapeutic antibody Xilonix is being evaluated as a monotherapy to treat advanced stages of colorectal cancer. Xilonix neutralizes a pro-inflammatory protein produced by leukocytes and other cells, interleukin-1 alpha (IL-1a). The Company completed a Phase I and II clinical trial for MABp1 as a treatment for cancer at MD Anderson Cancer Center. The Company is also investigating MABp1 in clinical trials for other indications, including vascular disease, type II diabetes, acne and psoriasis.