Senti Biosciences Inc.
10/25/2024 | Press release | Distributed by Public on 10/25/2024 14:06
Failure to Satisfy Listing Rule Form 8 K
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 21, 2024, Senti Biosciences, Inc., a Delaware corporation (the "Company"), notified the Nasdaq Stock Market LLC ("Nasdaq") that the Company is not in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) due to the Company having only two members on its audit committee (the "Audit Committee") of its Board of Directors (the "Board") solely due to a vacancy resulting from Susan Berland's resignation from the Board effective June 11, 2024 as previously disclosed in Part II, Item 5 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
On October 22, 2024, the Company received a notice (the "Notice") from Nasdaq indicating that the Company no longer complies with the audit committee requirements as set forth in Nasdaq Listing Rule 5605. The Company has the opportunity to regain compliance within the cure period provided in Nasdaq Listing Rule 5605(c)(4), as follows: (i) until the earlier of the Company's next annual meeting of stockholders or June 11, 2025; or (ii) December 9, 2024, because the Company's next annual stockholders' meeting was held before December 9, 2024. The Company is evaluating the membership of the Audit Committee and intends to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) prior to the expiration of the applicable cure period described above.
The Notice has no immediate effect on the listing or trading of the Company's common stock on The Nasdaq Capital Market.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and other related materials may contain a number of "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the Company's expectation about any or all of the following: (i) the intent and plan of the Company to regain compliance with the Nasdaq Listing Rules for Audit Committee composition, (ii) the plan of the Company to fill in the vacancy on the Audit Committee and (iii) the anticipated actions by Nasdaq and the Company's responses and their anticipated outcomes. Forward-looking statements can be identified by terms such as "will," "intent," "expect," "plan," "potential," "would" or similar expressions and the negative of those terms. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Although the Company believes that such statements are based on reasonable assumptions, forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company's control, you should not rely on these forward-looking statements as predictions of future events. These risks and uncertainties include, among others, those risk and uncertainties described under the heading "Risk Factors" in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2024, and in any other filings made by the Company with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this Current Report on Form 8-K, other than to the extent required by law.