Forward Pharma A/S Announces Intention to Transfer its U.S. Public Listing to the Nasdaq Capital Market Stock Exchange
June 26 2019 - 4:30PM
Forward Pharma A/S (NASDAQ:FWP) (the “Company”) today
announced its intention to transfer its public listing of American
Depositary Shares from the Nasdaq Global Select Market to the
Nasdaq Capital Market. This follows the development in the
Company’s American Depositary Shares (“ADSs” or “shares”) price
after the Settlement and License Agreement with Biogen, and the
significant return of capital to its shareholders in 2017.
On June 21, 2019, the Company received a written notice from the
Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not
in compliance with the requirement for continued listing on the
Nasdaq Global Select Market to maintain a minimum Market Value of
Publicly Held Shares (“MVPHS”) of $5,000,000, as set forth in
Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS Notice”). Based upon
the closing bid price for the 30 consecutive business days prior to
the receipt of the MVPHS Notice, the Company no longer meets the
MVPHS requirement.
The Company has 180 calendar days, or until December 18, 2019,
to regain compliance with Nasdaq Listing Rule 5450(b)(1)(C). The
Company intends to transfer its listing to the Nasdaq Capital
Market, whereby the Company’s MVPHS must close at $1,000,000 or
more for a minimum of ten consecutive business days to regain
compliance with Nasdaq Listing Rule 5550(a)(5). The current MVPHS
is approximately $2.7 million.
Further, on June 25, 2019, the Company received a written notice
from Nasdaq indicating that the Company is not in compliance with
the requirement for continued listing on the Nasdaq Global Select
Market to maintain a minimum bid price of $1.00 per share, as set
forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price
Notice”). Based upon the closing bid price for the 30 consecutive
business days prior to the receipt of the Minimum Bid Price Notice,
the Company no longer meets the minimum bid price requirement.
The Company has 180 calendar days, or until December 23, 2019,
to regain compliance with Nasdaq Listing Rule 5450(a)(1). The
Company intends to transfer its listing to the Nasdaq Capital
Market, whereby the bid price of the Company’s ADSs must have a
closing bid price of at least $1.00 per share for a minimum of 10
consecutive business days at any time before December 23, 2019 to
regain compliance with Nasdaq Listing Rule 5550(a)(2).
The Company provides no assurance that its shares will trade at
levels necessary to regain and maintain compliance with the
above-referenced MVPHS and bid price rules before the compliance
deadlines. The Company intends to continue to monitor the bid price
for its shares and the MVPHS. If the Company's shares do not trade
at a level that is likely to regain compliance with the Nasdaq
requirements, the Company's Board of Directors will consider other
options that may be available to achieve compliance.
About Forward Pharma:
Forward Pharma A/S is a Danish biopharmaceutical company that
commenced development in 2005 of a proprietary formulation of DMF
for the treatment of inflammatory and neurological indications. The
Company granted to Biogen an irrevocable license to all of its IP
through the License Agreement and received from Biogen a
non-refundable cash fee of $1.25 billion in February 2017, with the
return of EUR 917.7 million to shareholders through a capital
reduction in September 2017. The Company has the opportunity to
receive royalties from Biogen on Biogen’s net sales of Tecfidera®
or other DMF products for multiple sclerosis outside the U.S.,
dependent on, among other things, a favorable outcome in Europe
with respect to the ‘355 Patent Opposition Proceeding, including
any appeal thereto.
The principal executive offices are located at Østergade 24A,
1st Floor, 1100 Copenhagen K, Denmark and our American Depositary
Shares are publicly traded on the Nasdaq Stock Market (FWP). For
more information about the Company, please visit our website at
http://www.forward-pharma.com.
Forward Pharma A/S Investor Relations
Contact:
Forward Pharma A/SClaus Bo Svendsen, MD, PhDChief Executive
Officer
Investor Relationsinvestors@forward-pharma.com
Solebury TroutJohn Grazianojgraziano@troutgroup.com +1 (646) 378
2942
Forward Looking Statements:
Certain statements in this press release may constitute
“forward-looking statements” of Forward Pharma A/S within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to,
statements which contain language such as “believe,” “expect,”
“anticipate,” “estimate,” “would,” “may,” “plan,” and “potential.”
Forward-looking statements are predictions only, which involve
known and unknown risks, uncertainties and other factors that may
cause actual results to be materially different from those
expressed in such statements. Many such risks, uncertainties and
other factors are taken into account as part of our assumptions
underlying these forward-looking statements and include, among
others, risks related to the following: the ability of the Company
to regain compliance with the Nasdaq Listing Rules, the ability of
the Company to transfer its listing to the Nasdaq Capital Market,
the satisfaction of certain conditions, and the accuracy of certain
representations of the Company, in the Settlement and License
Agreement entered into with subsidiaries of Biogen Inc. and certain
other parties thereto; our ability to obtain, maintain, enforce and
defend issued patents with royalty-bearing claims; our ability to
prevail in or obtain a favorable decision in the ‘355 patent
European Opposition Proceeding, after all appeals; the expected
timing for key activities and an ultimate ruling in such legal
proceedings; the issuance and term of our patents; future sales of
Tecfidera®, including impact on such sales from competition,
generic challenges, regulatory involvement and pricing pressures;
the scope, validity and enforceability of our intellectual property
rights in general and the impact on us of patents and other
intellectual property rights of third parties; and the sufficiency
of the Company's cash resources. Certain of these and other risk
factors are identified and described in detail in certain of our
filings with the United States Securities and Exchange Commission,
including our Annual Report on Form 20-F for the year ended
December 31, 2018. We are providing this information as of the date
of this release and do not undertake any obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events or otherwise.
Forward Pharma AS (NASDAQ:FWP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Forward Pharma AS (NASDAQ:FWP)
Historical Stock Chart
From Jul 2023 to Jul 2024