Timber Pharmaceuticals Announces NYSE Acceptance of Plan to Regain Listing Compliance
As previously disclosed, on June 28, 2023, the Company received written notice from the NYSE American that the Company was not in compliance with Sections 1003(a)(i) and (ii). Section 1003(a)(i) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section 1003(a)(ii) of the NYSE American Company Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. On September 12, 2023, the NYSE American provided a notice (the “Notice”) to the Company accepting the Company’s plan to regain compliance and has granted to the Company a plan period through December 28, 2024.
The Notice has no immediate impact on the listing of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), which will continue to be listed and traded on the NYSE American during the plan period, subject to the Company’s compliance with the other listing requirements of the NYSE American. The Common Stock will continue to trade under the symbol “TMBR”, with the designation of “.BC” to indicate the status of the Common Stock as “below compliance”. The Notice does not affect the Company's ongoing business operations or its reporting requirements with the Securities and Exchange Commission (“SEC”).
During the plan period, the Company will be subject to periodic review to determine whether it is making progress consistent with the accepted plan. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by December 28, 2024 could result in the Common Stock being delisted from the NYSE American. As previously disclosed, the Company has entered into a definitive agreement (the “Merger Agreement”) to be acquired by LEO US Holding, Inc. (“LEO Pharma”), a wholly-owned subsidiary of LEO Pharma A/S, and has filed a definitive proxy to obtain stockholder approval for the Merger Agreement and merger transaction. If stockholder approval is obtained and the merger transaction is consummated, the Common Stock will be delisted from the NYSE American and deregistered under the Securities Exchange Act of 1934.
Additional details regarding the Notice from NYSE American were included in, and the description above is qualified in its entirety by, Timber's Current Report on Form 8-K filed with the SEC on September 18, 2023, which is available under "Investors" - "SEC filings" at www.timberpharma.com .
About Timber Pharmaceuticals, Inc.
Timber Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of treatments for rare and orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is currently focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI) and sclerotic skin diseases. For more information, visit www.timberpharma.com.
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s ability to regain compliance with the NYSE American continued listing standards, the Company's product development, clinical and regulatory timelines, market opportunity, competitive position, intellectual property rights, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's current beliefs and assumptions.
These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential, "predict," "project," "should," "would" and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include the Company’s previously announced proposed merger transaction and the factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as well as other documents filed by the Company from time to time thereafter with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information, contact:
Timber Pharmaceuticals, Inc.
Chairman and Chief Executive Officer
Berry & Company Public Relations