Psychemedics Corp. Faces Delisting Concerns

TL;DR

Psychemedics might be delisted, check their listing status.

AI Summary

Psychemedics Corporation filed an 8-K on December 3, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The filing also includes other events and financial statements and exhibits. The company's principal executive offices are located in Dallas, Texas.

Why It Matters

This filing indicates potential issues with Psychemedics Corporation's continued listing on an exchange, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's market presence and investor confidence.

Key Players & Entities

• Psychemedics Corporation (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• Dallas, Texas (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.005 — nge on which registered Common stock, $0.005 par value per share PMD The Nasdaq
• $2.35 — of the Reverse Stock Split will receive $2.35 per share, without interest, in cash fo

Filing Documents

• f8k_120324.htm (8-K) — 26KB
• exh_31.htm (EX-3.1) — 9KB
• exh_32.htm (EX-3.2) — 8KB
• exh_991.htm (EX-99.1) — 7KB
• 0001171843-24-006701.txt ( ) — 229KB
• pmd-20241203.xsd (EX-101.SCH) — 3KB
• pmd-20241203_lab.xml (EX-101.LAB) — 33KB
• pmd-20241203_pre.xml (EX-101.PRE) — 22KB
• f8k_120324_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the events described in Item 8.01 below, on December 3, 2024, Psychemedics Corporation (the "Company") provided advance notice to the Nasdaq Stock Market LLC of its intent to voluntarily withdraw the Company's common stock, par value $0.005 per share (the "Common Stock"), from listing on the Nasdaq Capital Market and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Company intends to file a Form 25 Notification of Removal from Listing and/or Registration and a Form 15 with the Securities and Exchange Commission (the "Commission") and cease reporting as a public company.

01

Item 8.01 Other Events. Following the Company's annual meeting of stockholders on November 25, 2024, where, among other matters, the holders of a majority of the Company's issued and outstanding shares of Common Stock entitled to vote approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a 1-for-5,000 reverse stock split of the Common Stock (the "Reverse Stock Split"), followed immediately by a 5,000-for-1 forward stock split of the Common Stock (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Split"), the Company filed certificates of amendment to the Certificate of Incorporation with the at 5:01 and 5:02 p.m. Eastern Time, respectively. As a result of the Stock Split, each stockholder owning fewer than 5,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will receive $2.35 per share, without interest, in cash for each share of Common Stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company. Stockholders who own 5,000 or more shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split that will immediately follow the Reverse Stock Split will reconvert whole shares and fractional share interests held by such stockholders back into the same number of shares of Common Stock held by such stockholders immediately before the effective time of the Reverse Stock Split. As a result, the total number of shares of Common Stock held by such stockholders will not change. The foregoing description of the certificates of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 3.1 Certificate of Amendment, filed December 3, 2024, to effect the 1-for-5,000 Reverse Stock Split. 3.2 Certificate of Amendment, filed December 3, 2024, to effect the 5,000-for-1 Forward Stock Split. 99.1 Press release, dated December 2, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PSYCHEMEDICS CORPORATION Date: December 3, 2024 By: /s/ Brian Hullinger Name: Brian Hullinger Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR