UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported):
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(Address of principal executive offices and telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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
On March 14, 2022, Lannett Company, Inc. (the “Company”) received notice (the “Notice”) by the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period.
Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. In order to regain compliance, on the last trading day of any calendar month during the cure period or on the last business day of the six month cure period, the Company’s shares of common stock (the “Common Shares”), must demonstrate (i) a closing price of at least $1.00 per share and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on such date. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the Common Shares. Section 802.01C also provides for an exception to the six-month cure period if the action required to cure the price condition requires stockholder approval, in which case, the action needs to be approved by no later than the Company’s next annual stockholder’s meeting. The price condition will be deemed cured if the Company’s share price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days. The Company plans to notify the NYSE within 10 business days of its intent to cure the deficiency.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 4, 2022 (the “March 4, 2022 Form 8-K”), the Company received notice on March 2, 2022 that it was not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE’s Listed Company Manual because the Company’s average market capitalization was less than $50 million over a consecutive 30 trading-day period and the most recently reported stockholders’ equity of the Company was also less than $50 million.
The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during the cure period under the trading symbol “LCI”, subject to the Company’s execution of the plan of compliance referenced in the March 4, 2022 Form 8-K and all other listing requirements of the NYSE. However, the common stock trading symbol will have an added designation of “BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “BC” indicator will be removed at such time as the Company regains compliance.
The Notice does not affect the Company’s business operations or its reporting obligations with the SEC, and it does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.
Item 7.01 Regulation FD Disclosure.
On March 18, 2022, the Company issued a press release announcing the receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 March 18, 2022 Press Release addressing NYSE continued listing criteria
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
LANNETT COMPANY, INC
By: | /s/ Samuel Israel | |
Chief Legal Officer and General Counsel | ||
Date: March 18, 2022 |
EXHIBIT INDEX
Exhibit: Description:
99.1 | March 18, 2022 Press Release addressing NYSE continued listing criteria |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
Exhibit 99.1
Contact: | Robert Jaffe | |
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Robert Jaffe Co., LLC | ||
(424) 288-4098 |
LANNETT announces receipt of notice of non-compliance from nyse related to stock price
Trevose, PA – March 18, 2022 – Lannett Company, Inc. (NYSE: LCI) today announced that it has received written notice from the New York Stock Exchange (NYSE) dated March 14, 2022, notifying the company that it is not in compliance with the continued listing standards set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the company’s common stock was less than $1.00 per share over a consecutive 30 trading-day period.
The company has six months from the date of the Notice to regain compliance with the NYSE continued listing standard. Lannett is evaluating all available options to regain compliance with the NYSE’s continued listing standards, which may include transactions that are subject to approval of Lannett’s stockholders, in which case, Lannett would have until its next annual meeting of stockholders to obtain stockholder approval for such action, notwithstanding the six-month cure period referenced above. Lannett would be required to implement the action promptly after receiving stockholder approval, and the minimum share price requirement will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the 30 trading days following the implementation of such action.
As previously disclosed in the company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on March 4, 2022 (March 4, 2022 Form 8-K), the company received notice on March 2, 2022 that it was not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE’s Listed Company Manual because the Company’s average market capitalization was less than $50 million over a consecutive 30 trading-day period and the most recently reported stockholders’ equity of the Company was also less than $50 million.
The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the NYSE during the cure period under the trading symbol “LCI,” subject to the company’s execution of the plan of compliance referenced in the March 4, 2022 Form 8-K and all other listing requirements of the NYSE. However, the common stock trading symbol will have an added designation of “BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “BC” indicator will be removed at such time as the Company regains compliance.
About Lannett Company, Inc.:
Lannett Company, founded in 1942, develops, manufactures, packages, markets and distributes generic pharmaceutical products for a wide range of medical indications. For more information, visit the company’s website at www.lannett.com.
This news release contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statement, including, but not limited to, the company's ability to meet the standards necessary to maintain listing of its shares of common stock on the NYSE, including its ability to cure non-compliance with the NYSE's continued listing criteria; the NYSE's acceptance of the company's business plan, whether expressed or implied, is subject to market and other conditions, and subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated due to a number of factors which include, but are not limited to, the risk factors discussed in the Company’s Form 10-K and other documents filed with the SEC from time to time, including the prospectus supplement related to the proposed offering to be filed with the SEC. These forward-looking statements represent the Company's judgment as of the date of this news release. The Company disclaims any intent or obligation to update these forward-looking statements.
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Cover |
Mar. 14, 2022 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 14, 2022 |
Entity File Number | 001-31298 |
Entity Registrant Name | LANNETT CO INC |
Entity Central Index Key | 0000057725 |
Entity Tax Identification Number | 23-0787699 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1150 Northbrook Drive |
Entity Address, Address Line Two | Suite 155 |
Entity Address, City or Town | Trevose |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19053 |
City Area Code | 215 |
Local Phone Number | 333-9000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | LCI |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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