UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
As previously disclosed, on June 22, 2022, Acorda Therapeutics, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement.
The Company did not regain compliance with the Minimum Bid Requirement by the December 19, 2022 conclusion of the 180-day compliance period. Accordingly, on December 20, 2022, the Company received a written notice from the Staff (the “Staff Determination”) that that the Company’s common stock would be delisted from the Nasdaq Global Select Market and suspended at the opening of business on December 29, 2022, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
The Company intends to request a hearing before the Panel (the “Hearing”) to appeal the Staff Determination. This Hearing request will automatically stay Nasdaq’s delisting of the Company’s common stock pending the Panel’s decision. The Company expects that Nasdaq will hold the Hearing with the Panel within 45 days of the Company’s request for the Hearing, pursuant to the Nasdaq Listing Rules. At or prior to the Hearing, the Company intends to present its plans to Nasdaq to regain compliance with the Minimum Bid Requirement and request an extension of time so that the Company can regain compliance with the Minimum Bid Requirement.
The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Requirement, including through effecting a reverse stock split. At the Special Meeting of Stockholders that concluded on November 11, 2022, the Company’s stockholders approved a proposal to authorize the Company’s board of directors to approve an amendment and restatement of the Company’s certificate of incorporation to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-2 to 1-for-20, and a corresponding reduction in the number of authorized shares of the Company’s common stock, within one year following the conclusion of the special meeting. Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Select Market.
On December 20, 2022, the Company issued a press release regarding the Staff Determination and the Company’s plan to request a Hearing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 3.01.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release dated December 20, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Acorda Therapeutics, Inc. | ||||||
December 21, 2022 | By: | /s/ Michael Gesser | ||||
Name: | Michael Gesser | |||||
Title: | Chief Financial Officer and Treasurer |
Exhibit 99.1
CONTACT:
Tierney Saccavino
(917) 783-0251
tsaccavino@acorda.com
FOR IMMEDIATE RELEASE
Acorda Therapeutics Receives Nasdaq Listing Determination Letter and Plans to Request a Hearing
PEARL RIVER, NY December 20, 2022 Acorda Therapeutics, Inc. (Nasdaq: ACOR) today announced that it was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that, due to the Companys common stock not having regained compliance with the minimum price of $1.00, the stock is subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company plans to submit such request within the required seven calendar days, which will stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Hearings Panel following the hearing. The Hearings Panel has the discretion to grant the Company an extension through June 17, 2023.
At the hearing, the Company intends to present a plan to achieve compliance with the Nasdaq listing requirements and to request additional time to regain such compliance. In the event that the Company receives an extension but cannot regain compliance within the extended time, the Company would effect a reverse stock split under authorization from stockholders received in November 2022. There can be no assurance that the Panel will grant the Company an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Global Select Market.
We believe it is in the best interests of shareholders to allow the stock price to grow organically rather than effecting a reverse stock split, and will discuss this and our long-term plan with the Hearings Panel, said Ron Cohen, M.D., Acordas President and Chief Executive Officer.
About Acorda Therapeutics
Acorda Therapeutics develops therapies to restore function and improve the lives of people with neurological disorders. INBRIJA® is approved for intermittent treatment of OFF episodes in adults with Parkinsons disease treated with carbidopa/levodopa. INBRIJA is not to be used by patients who take or have taken a nonselective monoamine oxidase inhibitor such as phenelzine or tranylcypromine within the last two weeks. INBRIJA utilizes Acordas innovative ARCUS® pulmonary delivery system, a technology platform designed to deliver medication through inhalation. Acorda also markets the branded AMPYRA® (dalfampridine) Extended Release Tablets, 10 mg.
Forward-Looking Statements
This press release includes forward-looking statements. All statements, other than statements of historical facts, regarding managements expectations, beliefs, goals, plans or prospects should be considered forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including: we may not be able to successfully market AMPYRA, INBRIJA or any other products under development; the COVID-19 pandemic, including related restrictions on in-person interactions and travel, and the potential for illness, quarantines
and vaccine mandates affecting our management, employees or consultants or those that work for other companies we rely upon, could have a material adverse effect on our business operations or product sales; our ability to attract and retain key management and other personnel, or maintain access to expert advisors; our ability to raise additional funds to finance our operations, repay outstanding indebtedness or satisfy other obligations, and our ability to control our costs or reduce planned expenditures; risks associated with the trading of our common stock; risks related to the successful implementation of our business plan, including the accuracy of its key assumptions; risks related to our corporate restructurings, including our ability to outsource certain operations, realize expected cost savings and maintain the workforce needed for continued operations; risks associated with complex, regulated manufacturing processes for pharmaceuticals, which could affect whether we have sufficient commercial supply of INBRIJA or AMPYRA to meet market demand; our reliance on third-party manufacturers for the timely production of commercial supplies of INBRIJA and AMPYRA; third-party payers (including governmental agencies) may not reimburse for the use of INBRIJA or AMPYRA at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; reliance on collaborators and distributors to commercialize INBRIJA and AMPYRA outside the U.S.; our ability to satisfy our obligations to distributors and collaboration partners outside the U.S. relating to commercialization and supply of INBRIJA and AMPYRA; competition for INBRIJA and AMPYRA, including increasing competition and accompanying loss of revenues in the U.S. from generic versions of AMPYRA (dalfampridine) following our loss of patent exclusivity; the ability to realize the benefits anticipated from acquisitions because, among other reasons, acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; the risk of unfavorable results from future studies of INBRIJA (levodopa inhalation powder) or from other research and development programs, or any other acquired or in-licensed programs; the occurrence of adverse safety events with our products; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class-action litigation; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third-party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies.
These and other risks are described in greater detail in our filings with the Securities and Exchange Commission. We may not actually achieve the goals or plans described in our forward-looking statements, and investors should not place undue reliance on these statements. Forward-looking statements made in this press release are made only as of the date hereof, and we disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release, except as may be required by law.
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Document and Entity Information |
Dec. 20, 2022 |
---|---|
Cover [Abstract] | |
Entity Registrant Name | ACORDA THERAPEUTICS INC |
Amendment Flag | false |
Entity Central Index Key | 0001008848 |
Document Type | 8-K |
Document Period End Date | Dec. 20, 2022 |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-31938 |
Entity Tax Identification Number | 13-3831168 |
Entity Address, Address Line One | 2 Blue Hill Plaza |
Entity Address, Address Line Two | 3rd Floor |
Entity Address, City or Town | Pearl River |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10965 |
City Area Code | (914) |
Local Phone Number | 347-4300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.001 par value per share |
Trading Symbol | ACOR |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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