Aravive, Inc. to Delist from The Nasdaq Stock Market
- None.
- Non-compliance with Nasdaq listing requirements
- Voluntary delisting and deregistration of common stock
- Transfer and assignment of assets for the benefit of creditors and dissolution and liquidation of the Company
Insights
The decision by Aravive, Inc. to delist from the Nasdaq and deregister its common stock under the Exchange Act is a significant move that indicates a shift in the company's financial strategy. This action typically follows a period of financial distress or a strategic pivot that no longer aligns with the requirements or benefits of being a publicly traded company. As the company has not maintained the minimum market value or bid price as required by Nasdaq, the delisting helps to avoid the potential forced delisting that could occur should these conditions persist.
From a financial perspective, this move will reduce the regulatory burden and costs associated with public reporting, which could be a strategic decision to conserve resources during a challenging period. However, it also limits access to capital markets and can affect shareholder liquidity and valuation, as shares are no longer traded on a major exchange. Shareholders should monitor any potential changes in the trading volume and price of the stock once it moves to over-the-counter (OTC) markets, where it may still be traded informally.
The legal process of delisting and deregistration is governed by the Securities Exchange Act of 1934. Aravive's decision to file a Form 25 with the SEC initiates the delisting process, which typically takes ten days to become effective post-filing. The subsequent deregistration under the Exchange Act due to having fewer than 300 holders of record exempts the company from the reporting obligations that come with being a publicly traded entity.
This legal maneuver also suggests that the company is preparing for a significant restructuring, as indicated by the stockholder approval of asset transfer and company dissolution. Shareholders and creditors should be aware of their rights and the order of claims as the company proceeds with liquidation. The liquidation process will follow state laws and could impact the recovery of investments, depending on the company's ability to satisfy its obligations to creditors first.
The delisting of Aravive from the Nasdaq is a reflection of broader market dynamics and investor sentiment towards the company. Delisting can sometimes be a red flag to investors, signaling financial instability or a lack of confidence by the company's management in its ability to meet exchange requirements. It's important to analyze the market's reaction to such news, as it can influence the perception of the company's future prospects.
Furthermore, the historical performance and market value trends leading up to the delisting decision provide insights into the company's market positioning and competitive challenges. The inability to meet Nasdaq's market value and bid price requirements may suggest underlying issues with the company's growth strategy, product pipeline, or revenue generation capabilities. Investors should consider these factors when evaluating the long-term viability and potential recovery post-liquidation.
HOUSTON, Jan. 17, 2024 (GLOBE NEWSWIRE) -- Aravive, Inc. (Nasdaq: ARAV, “the Company”), announced today that the Company intends to voluntarily terminate the listing of its common stock on the Nasdaq Global Select Market (“Nasdaq”) and, based upon ownership of its shares by fewer than 300 holders of record, deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend its public reporting obligations.
As previously disclosed, at the Company’s 2023 annual stockholder’s meeting, the stockholders of the Company approved effecting a transfer and assignment of all or substantially all of the Company’s assets to an assignee for the benefit of creditors and the dissolution and liquidation of the Company, each subject to the Company’s Board making a determination that such actions were in the best interests of the Company. On January 12, 2024, the Board approved the transfer of all or substantially all of the Company’s assets through an assignment for the benefit of creditors and the voluntary dissolution and liquidation of the Company.
Also, as previously disclosed, on September 15, 2023, the Company received letters from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that for the preceding 30 consecutive business days (August 3, 2023 through September 14, 2023)
- the market value of the Company’s listed securities did not maintain a minimum market value of
$50,000,000 (the “Minimum MVLS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(A);
- the market value of the Company’s publicly held shares did not maintain a minimum market value of
$15,000,000 (the “Minimum MVPHS Requirement”) as required by Nasdaq Listing Rule 5450(b)(2)(C); and
- the Company’s common stock did not maintain a minimum closing bid price of
$1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5450(a)(1).
The Company is currently not in compliance with the Minimum MVLS Requirement, the Minimum MVPHS Requirement or the Minimum Bid Price Requirement.
In order to ensure an orderly delisting process, the Company has determined to voluntarily terminate the listing of its common stock on the Nasdaq. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about January 29, 2024, and the Nasdaq delisting is expected to become effective on or about February 8, 2024, at which time trading on Nasdaq will cease. The Company has not arranged for listing and/or registration of its common stock on another national securities exchange or for quotation in a quotation medium.
After the Nasdaq delisting becomes effective, the Company will file a Form 15 with the SEC on or about February 8, 2024, at which time the Company anticipates that its obligation to file periodic reports under the Exchange Act, including annual, quarterly and current reports on Form 10-K, Form 10-Q and Form 8-K, respectively, will be suspended.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions and includes statements regarding the Company’s intention to voluntarily terminate the listing of its common stock on Nasdaq and to deregister it common stock under the Exchange Act and suspend its public reporting obligations, the timing thereof and the Company’s intention to file a Form 25 and a Form 15 with the SEC. Forward-looking statements are based on current beliefs and assumptions, are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement as a result of various factors. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, recent Current Reports on Form 8-K and subsequent filings with the SEC. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Gail McIntyre, Ph.D.
gail@aravive.com
FAQ
Why is Aravive, Inc. (Nasdaq: ARAV) terminating the listing of its common stock on the Nasdaq?
What actions did the Company's Board approve on January 12, 2024?
What led to the decision of voluntary delisting and deregistration of common stock?
What are the Nasdaq listing requirements that Aravive, Inc. failed to comply with?
What is the ticker symbol for Aravive, Inc.?
