SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.01||Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.|
On June 2, 2023, RVL Pharmaceuticals plc (the “Company”) received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s ordinary shares, $0.01 nominal value per share (the “Ordinary Shares”), had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”).
The deficiency letter has no immediate effect on the listing of the Ordinary Shares on the Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days from receipt of the deficiency letter, or until November 29, 2023, to regain compliance with the Bid Price Requirement. To regain compliance, the closing bid price for the Ordinary Shares must be at least $1.00 per share for a minimum of 10 consecutive business days by November 29, 2023, unless Nasdaq exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). There can be no assurance the Company will be able to regain compliance with the Bid Price Requirement.
If the Company does not regain compliance with the Bid Price Requirement by November 29, 2023, the Company may qualify for an additional 180 calendar day compliance period. To qualify, the Company must submit an application to Nasdaq to transfer the listing of the Ordinary Shares to The Nasdaq Capital Market, which requires the Company to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, other than the Bid Price Requirement. The Company would also need to pay an application fee to Nasdaq and will need to provide written notice of its intention to cure the deficiency during the additional compliance period. As part of its application review process, Nasdaq would make a determination of whether it believes the Company will be able to cure the deficiency.
If the Company does not regain compliance within the compliance period(s), Nasdaq will provide written notification to the Company that the Ordinary Shares will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Listing Qualifications Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful.
The Company intends to monitor the closing bid price of the Ordinary Shares and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement, including, subject to approval of the Company’s Board of Directors and shareholders, implementing a reverse share split. There can be no assurance that a reverse share split would be approved or would result in a sustained higher share price that would allow the Company to regain compliance with the Bid Price Requirement.
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.
|RVL PHARMACEUTICALS PLC|
|Dated: June 2, 2023||By:||/s/ Brian Markison|
|Chief Executive Officer|