Item 1.01. Entry into a Material Definitive Agreement.
As discussed in Item 3.01 herein, on March 31, 2023, 9 Meters Biopharma, Inc.
(the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq")
indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1). The
Company falling below the minimum listing maintenance requirements of Nasdaq
constitutes a default under the Company's amended and restated senior secured
convertible note, originally issued on July 15, 2022 to an institutional
investor (the "Holder"), as amended (the "Note"). Currently, the principal
amount of Notes outstanding is $4,949,522 and the accrued and unpaid interest is
$7,026.
The Company is engaged in negotiations with the Holder regarding a waiver of the
event of default and the Company has no current reason to believe that the
Holder will require immediate acceleration of the Note. Until a waiver is
obtained, the Holder has the option to declare the Note immediately due and
payable for cash equal to 115% of the outstanding principal amount (or any
portion thereof), plus accrued and unpaid interest.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 31, 2023, the Company received a letter from Nasdaq indicating that it
is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires
companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000
in stockholders' equity for continued listing. In its annual report on Form 10-K
for the period ended December 31, 2023, the Company reported stockholders'
equity of $2,400,543, and, as a result, does not currently satisfy Listing Rule
5550(b)(1).
Nasdaq's letter has no immediate impact on the listing of the Company's common
stock, which will continue to be listed and traded on Nasdaq, subject to the
Company's compliance with the other continued listing requirements. Nasdaq's
letter provides the Company with 45 calendar days, or until May 15, 2023, to
submit a plan to regain compliance. If the plan is accepted, the Company can be
granted up to 180 calendar days from March 31, 2023 (or September 27, 2023), to
evidence compliance. There can be no assurance that the Company will be able to
regain compliance with all applicable continued listing requirements or that its
plan will be accepted by the Nasdaq staff. In the event the plan is not accepted
by the Nasdaq staff, or in the event the plan is accepted and the extension is
granted but the Company fails to regain compliance within the plan period, the
Company would have the right to a hearing before an independent panel. The
hearing request would stay any suspension or delisting action pending the
conclusion of the hearing process and the expiration of any additional extension
period granted by the panel following the hearing.
The Company intends to take all reasonable measures available to regain
compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The
Company is currently evaluating its available options to resolve the deficiency
and regain compliance with the Nasdaq minimum stockholders' equity requirement.
The Company intends to submit the compliance plan by the Nasdaq deadline.
The Company's receipt of this letter from Nasdaq does not affect the Company's
business, operations or reporting requirements with the Securities and Exchange
Commission.
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9 METERS BIOPHARMA, INC. 
