Finch Therapeutics announces Nasdaq delisting, SEC deregistration

Finch Therapeutics (FNCH) Group has provided notification to The Nasdaq Stock Market of its intent to delist the Company’s common stock, par value $0.001 per share from the Nasdaq Global Select Market. Finch expects to file a Form 25 with the Securities and Exchange Commission and Nasdaq relating to the delisting of its Common Stock on or about October 31, 2024. The removal of the Common Stock from Nasdaq will be effective 10 days after the filing of the Form 25. As previously disclosed, the Common Stock has been trading on a market operated by the OTC Markets Group since suspended from trading on Nasdaq on May 28, 2024 in light of Nasdaq’s “public shell” determination. Following the delisting, the Company expects that the Common Stock will continue to be traded on a market operated by the OTC. No assurances can be provided, however, that trading of the Common Stock on the OTC will be maintained. The withdrawal of the Common Stock from listing and registration is being undertaken following a determination by the Company’s Board of Directors that such delisting and deregistration is in the best interest of the Company and the holders of its Common Stock. The Board’s decision was based on careful review of numerous factors, including the potential for limiting the significant costs associated with preparing and filing periodic reports with the SEC and the legal, audit and other expenses associated with being a reporting company, as well as the substantial costs and demands on management’s time under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards. The Company has previously received notice from the Listing Qualifications Department of Nasdaq of certain failures to comply with Nasdaq’s requirements for continued listing, including a determination letter, dated February 16, 2024, informing the Company of Nasdaq’s belief that the Company is a “public shell” under the Nasdaq criteria and a deficiency letter, dated November 15, 2023, notifying the Company that, for the previous 35 consecutive business days, it did not meet the requirement to have a market value of publicly held shares of the Company’s Common Stock of at least $5M pursuant to Nasdaq Listing Rule 5450(b)(1)(C). In addition, on March 28, 2024, the Company notified the Nasdaq that, as a result of the resignation of Susan Graf from the Board and Audit Committee, each effective as of March 26, 2024, the Company did not meet the requirements of Nasdaq Listing Rule 5605(c)(2), which requires that the Company’s audit committee be comprised of three independent directors.