UNITED STATES

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): ~~January~~February 27, 2020

MELINTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35405	45-4440364
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
44 Whippany Road, Morristown, NJ		07960
(Address of principal executive offices)		(Zip Code)

44 Whippany Road, Morristown, NJ		07960
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 617-1309

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))

☐	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 Symbols(s)		Name of each exchange of which registered
Common Stock, $0.001 Par Value		MLNT		~~Nasdaq~~OTC ~~Global Market~~Markets

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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing~~Events.

As previously disclosed, on December 27, 2019, Melinta Therapeutics, Inc. (the “Company”) and its debtor affiliates (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 ~~Petitions~~Case”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) (Case No. 19-12748).

On ~~January~~February 27, 2020, the ~~Company~~Court ~~received~~entered a ~~letter~~final ~~from~~order ~~The~~in ~~Nasdaq~~connection ~~Stock~~with ~~Market~~the ~~LLC~~filing ~~(“Nasdaq”)~~of ~~indicating~~the ~~that~~Chapter ~~the~~11 ~~Company~~Case, isestablishing ~~not~~notice and hearing procedures for trading in ~~compliance~~equity ~~with~~securities ~~Nasdaq~~of ~~Listing~~the ~~Rule~~Company ~~5450~~(bthe “Final Order”)~~(3)(C),~~. asA copy of the ~~Company~~notice ~~failed~~of tothe ~~maintain~~Final aOrder is ~~market~~attached ~~value~~hereto as Exhibit 99.1 (the “Notice of ~~publicly~~Order”). ~~held~~As ~~shares~~a result of ~~$15~~ the Final Order,~~000~~ any purchase,~~000~~ ~~over~~sale, ~~the~~or ~~thirty~~other ~~(30) consecutive~~transfer ~~business~~of ~~days~~equity ~~from~~securities ~~November 13,~~in ~~2019,~~the toCompany ~~December 23,~~in ~~2019~~violation (of the ~~“Deficiency~~procedures ~~Notice”~~set forth therein (including notice requirements) shall be null and void.

~~Also~~The onNotice ~~January 2,~~of ~~2020,~~Order ~~the~~is ~~Company~~incorporated ~~received~~herein aby ~~Staff~~reference. ~~Delisting~~The ~~Determination~~foregoing ~~letter~~description ~~from~~of the ~~Listing~~Final Order ~~Qualifications~~is ~~Staff~~a ofsummary ~~Nasdaq indicating~~and ~~that,~~does innot ~~accordance~~purport ~~with~~to ~~Nasdaq~~be ~~Listing~~complete, ~~Rules~~and ~~5101,~~is ~~5110(b)~~subject to, and ~~IM-5101-1~~qualified in its entirety by reference to, the ~~Staff~~Final ~~has~~Order. ~~determined~~A ~~that~~copy of the ~~Company’s~~Final ~~securities~~Order ~~will~~may be ~~delisted~~obtained ~~from Nasdaq~~by ~~unless~~following the ~~Company~~instructions ~~requests~~in anthe ~~appeal~~Notice of ~~such~~Order, ~~determination~~a copy of which is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The Nasdaq Listing Rules allow Nasdaq to use its discretionary authority to suspend or terminate the listing of a company based on any event, condition or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for continued listing on Nasdaq, including when a company has filed for protection under any provision of the federal bankruptcy laws. Nasdaq based its determination on the following factors: (i) the Chapter 11 Petitions and associated public interest concerns raised by the Chapter 11 Petitions; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq, including, but not limited to, Listing Rule 5450(b)(3)(C) as noted in the Deficiency Notice.

The letter provides that, should the Company fail to request a hearing before the Nasdaq Hearings Panel by January 9, 2020, trading of the Company’s securities will be suspended at the opening of business on January 13, 2020, and a Form 25-NSE will be filed with the Securities and Exchange Commission thereafter, which will remove the Company’s securities from listing and registration on Nasdaq. The Company will not appeal this determination and thus expects trading of its common stock to be suspended at the opening of business on January 13, 2020. Following suspension of trading and delisting from Nasdaq, the Company’s common stock would only be expected to trade, if it trades at all, on the over-the-counter market.

Cautionary Statements

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 ~~cases~~Case is highly speculative and poses substantial risks. Such risks ~~will~~are be increased as a result of athe Company’s delisting from Nasdaq. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the ~~Company’s~~ Chapter 11 ~~cases~~Case. The transactions specified in the Restructuring Support Agreement, as previously disclosed on December 27, 2019, between the Debtors and the supporting lenders in connection with the Chapter 11 ~~cases~~ Case contemplate that existing equity interests in the Company ~~would~~will be cancelled and that the holders thereof will neither receive nor retain any property on account thereof. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Additional information about the Chapter 11 ~~cases~~Case is available through the Company’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/melinta. Information contained on, or that can be accessed through, such web site or the Court’s web site is not part of this Current Report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


99.1		Notice of Order, dated February 7, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MELINTA THERAPEUTICS, INC.

By:		/s/ Peter J. Milligan
		Peter J. Milligan
		Chief Financial Officer

Dated: ~~January~~February 814, 2020

Filing Compare · MELINTA THERAPEUTICS, INC. /NEW/