Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed, on June 2, 2020, Neos Therapeutics, Inc. (the "Company"
or "Neos") received a letter (the "Letter") from the Listing Qualifications
Department (the "Staff") of The Nasdaq Stock Market ("Nasdaq") indicating that
the closing bid price of the Company's common stock had, for 30 consecutive
business days preceding the date of the Letter, been below the $1.00 per share
minimum required for continued listing on The Nasdaq Global Market under Nasdaq
Listing Rule 5450(a)(1) (the "Minimum Bid Price Rule"). In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided until December 28,
2020 to regain compliance, reflecting a 180-day compliance period and any
temporary relief periods afforded by Nasdaq pursuant to its April 16, 2020
announcement.
On December 29, 2020, Neos received a notice (the "Notice") from the Listing
Qualifications Department of Nasdaq stating that the Company had failed to
regain compliance with the minimum $1.00 closing bid price required by the
Minimum Bid Price Rule prior to December 28, 2020 as required by Nasdaq's letter
of June 2, 2020. As a result, Nasdaq has determined to initiate procedures to
delist the Company's securities from Nasdaq.
On December 10, 2020, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Aytu BioScience, Inc. ("Aytu") and a wholly owned
subsidiary of Aytu, whereby Neos will survive as a wholly owned subsidiary of
Aytu (the "Merger"), and trading of Neos' shares would cease. Completion of the
Merger is anticipated to occur by the second quarter of 2021 and remains subject
to customary closing conditions, including the adoption of the Merger Agreement
by a majority of the holders of the outstanding shares of Neos common stock and
the approval of the issuance of Aytu common stock by a majority of the votes
cast by Aytu stockholders on the matter, and certain other conditions. The
details of the Merger were previously disclosed in the Company's Form 8-K filed
on December 11, 2020.
The Notice provided the Company until January 5, 2021 to request an appeal of
Nasdaq's determination to delist and request a hearing before a Hearings Panel.
In the absence of such appeal and request, the Company's securities would be
suspended at the opening of business on January 7, 2021, and a Form 25-NSE would
be filed with the Securities and Exchange Commission, resulting in Neos'
securities being removed from listing and registration on Nasdaq. The Company
has requested a hearing before a Hearings Panel to appeal the determination,
which request will stay the suspension of Neos' securities and the filing of the
Form 25-NSE pending a decision by the Hearings Panel.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
104 Cover page Interactive Data File (embedded within the Inline XBRL document)
2© Edgar Online, source Glimpses
NEOS THERAPEUTICS, INC. 
