TC Biopharm Faces Delisting Concerns
Ticker: TCBWF · Form: 8-K · Filed: May 29, 2024 · CIK: 1872812
Sentiment: bearish
Topics: delisting, listing-standards, regulatory-filing
Related Tickers: TCBP
TL;DR
TC Biopharm might get delisted, big trouble for shareholders.
AI Summary
TC Biopharm (Holdings) plc filed an 8-K on May 29, 2024, reporting a notice of delisting or failure to satisfy continued listing rules as of May 24, 2024. The company, incorporated in Scotland, is involved in biological products and has its principal executive offices in Holytown, UK.
Why It Matters
This filing indicates potential delisting from an exchange, which could significantly impact the liquidity and trading of TC Biopharm's securities.
Risk Assessment
Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to investors.
Key Players & Entities
- TC Biopharm (Holdings) plc (company) — Registrant
- May 24, 2024 (date) — Earliest event date
- May 29, 2024 (date) — Filing date
- Scotland (jurisdiction) — Place of incorporation
FAQ
What specific listing rule or standard has TC Biopharm failed to satisfy?
The filing does not specify the exact listing rule or standard that TC Biopharm has failed to satisfy, only that a notice of delisting or failure to satisfy such a rule has been issued.
What is the effective date of the potential delisting or the event triggering this notice?
The earliest event reported date is May 24, 2024, which is the date as of which the company is reporting its failure to satisfy a continued listing rule or standard.
What is the company's ticker symbol?
The filing mentions 'TCBP' in relation to its American Depositary Shares, Ordinary Shares, and Warrants, suggesting TCBP is the primary ticker.
Where is TC Biopharm (Holdings) plc incorporated?
TC Biopharm (Holdings) plc is incorporated in Scotland.
What is the primary business of TC Biopharm?
TC Biopharm (Holdings) plc is involved in the business of Biological Products (excluding diagnostic substances).
Filing Stats: 984 words · 4 min read · ~3 pages · Grade level 15.1 · Accepted 2024-05-29 16:05:19
Key Financial Figures
- $2.5 million — quity was below the required minimum of $2.5 million (the "Minimum Stockholders' Equity Requ
- $0.125 — for cash and the payment of 0.099625 (US$0.125) per new warrant in consideration for t
- $3.9m — eds of approximately 3.1 million (circa $3.9m) from the exercise of the Existing Warr
Filing Documents
- form8-k.htm (8-K) — 45KB
- 0001493152-24-021782.txt ( ) — 264KB
- tcbp-20240524.xsd (EX-101.SCH) — 4KB
- tcbp-20240524_def.xml (EX-101.DEF) — 26KB
- tcbp-20240524_lab.xml (EX-101.LAB) — 36KB
- tcbp-20240524_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 TC Biopharm (Holdings) PLC (Exact name of registrant as specified in charter) Scotland 001-41231 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) Maxim 1 , 2 Parklands Way , Holytown , Motherwell , Scotland, United Kingdom ML1 4WR (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: +44 (0) 141 433 7557 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered American Depositary Shares, each representing twenty Ordinary Shares, nominal value 0.0001 per share TCBP The Nasdaq Stock Market LLC Ordinary Shares, nominal value 0.0001 per share* N/A The Nasdaq Stock Market LLC Warrants TCBPW The Nasdaq Stock Market LLC * Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock Market LLC. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 20, 2024 (the "May 20 8-K'), on May 15, 2024, TC Biopharm (Holdings) PLC (the "Company") filed its Form 10-Q for the quarter ended March 31, 2024 (the "Form 10-Q"). As noted in the Form 10-Q, the Company was not in compliance with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because its stockholders' equity was below the required minimum of $2.5 million (the "Minimum Stockholders' Equity Requirement") at March 31, 2024. As previously reported in a Current Report on Form 8-K filed with the SEC on May 8, 2024, on May 6, 2024, the Company entered into a letter agreement (the "Inducement Letter") with certain holders (the "Holders") of existing Series E warrants (the "Existing Warrants") to purchase ordinary shares represented by american depositary shares (the "ADSs") of the Company. Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 1,750,000 ADSs of the Company for cash and the payment of 0.099625 (US$0.125) per new warrant in consideration for the Company's agreement to issue new Series F warrants to purchase ordinary shares represented by ADSs (the "New Warrants") to purchase up to 70,000,000 of the Company's ordinary shares represented by 3,500,000 ADSs (the "New Warrant ADSs"). On May 8, 2024, the Company received aggregate gross proceeds of approximately 3.1 million (circa $3.9m) from the exercise of the Existing Warrants by the Holders, prior to deducting placement agent fees and estimated offering expenses. As a result, t he Company believes that due to the exercise of the Existing Warrants it is now in compliance with the Minimum Stockholders' Equity Requirement. On May 24, 2024, the Company received written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC ("Nasdaq") indicating that the Company was not in compliance with the Minimum Stockholders' Equity Requirement, as of March 31, 2024. This letter indicated that while Nasdaq estimates the Company is currently in compliance with the Minimum Stockholders' Equity Requirement it notes that based on the historical burn rate, without a significant transaction, the Company will not be in compliance as of the next period ending June 30, 2024. Since the Company was previous