| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On January 6, 2025, Syros Pharmaceuticals, Inc. (“Syros”) received deficiency letters (the “Notices”) from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying Syros that:
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for the last 35 consecutive business days, the bid price for Syros’ common stock has closed below $1.00 per share, which is the minimum bid price required to maintain continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Requirement”); |
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for the last 30 consecutive business days, the Minimum Value of Listed Securities, as defined by Nasdaq (“MVLS”), of Syros’ common stock has been below the minimum $50 million requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “Minimum Market Value of Listed Securities Requirement”); and |
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for the last 35 consecutive business days, the minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of Syros’ common stock has been below the minimum $15 million requirement for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “Minimum Market Value of Publicly Held Shares Requirement” and, together with the Minimum Bid Requirement and Minimum Market Value of Listed Securities Requirement, the “Listing Requirements”). |
These Notices have no immediate effect on the listing of Syros’ common stock. In accordance with Nasdaq Listing Rules 5810(c)(3)(A), 5810(c)(3)(C), and 5810(c)(3)(D), Syros has 180 calendar days, or until July 7, 2025, to regain compliance with the Minimum Bid Requirement, Minimum Market Value of Listed Securities Requirement, and Minimum Market Value of Publicly Held Shares Requirement, respectively.
To regain compliance with the Minimum Bid Requirement, the closing bid price of Syros’ common stock must be at least $1.00 per share for a minimum of ten consecutive business days during this 180-day compliance period. To regain compliance with the Minimum Market Value of Listed Securities Requirement, the Company’s MVLS must close at $50 million or more for a minimum of ten consecutive business days during this compliance period. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, Syros’ MVPHS must be $15 million or more for a minimum of ten consecutive business days during this compliance period. Syros intends to actively monitor each of the Listing Requirements and evaluate available options to regain compliance with all of them. There can be no assurance that Syros will be able to regain compliance with any Listing Requirement.
If Syros does not regain compliance with any of the Listing Requirements during the 180-day compliance period, Nasdaq will provide written notification to Syros that its common stock will be subject to delisting; provided, however, that Syros may be eligible for an additional 180 calendar day period to regain compliance solely with respect to the Minimum Bid Requirement. To qualify for this additional period, Syros would need to transfer the listing of its common stock to the Nasdaq Capital Market, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the bid price requirement. To effect such a transfer, Syros would also need to pay an application fee to Nasdaq and provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. However, if it appears to Nasdaq that Syros will not be able to cure the deficiency, or if Syros does not meet the other listing standards, Nasdaq could provide notice that Syros’ common stock will become subject to delisting.
Upon the receipt of any such written notification that its common stock will be subject to delisting, Syros may appeal the delisting determination to a Nasdaq Listing Qualifications Panel. There can be no assurance that, if Syros decides to appeal the delisting determination, such appeal would be successful. Alternatively, if Syros does not regain compliance with the Minimum Market Value of Listed Securities Requirement or the Minimum Market Value of Publicly Held Shares Requirement within the applicable compliance periods, Syros may apply to transfer the listing of its common stock to the Nasdaq Capital Market, which requires Syros to meet the continued listing requirements for the Nasdaq Capital Market and pay an application fee to Nasdaq. There can also be no assurance that Syros would be able to satisfy the listing requirements for the Nasdaq Capital Market.