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): ~~March~~April 3126, 2023

9 Meters Biopharma, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37797

27-3948465

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

4509 Creedmoor Road, Suite ~~201~~600, Raleigh, NC 27612

(Address of principal executive offices) (Zip Code)

(919) 275-1933

(Registrant’s telephone number, include area code)

~~N/A~~4509 Creedmoor Road, Suite 201, Raleigh, NC 27612

(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
Common Stock $0.0001 Par Value	NMTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01. Entry ~~into~~Into a Material Definitive Agreement.

AsThe ~~discussed~~information inrelated ~~Item~~to ~~3.01~~the ~~herein,~~Forbearance onAgreement ~~March 31, 2023, 9 Meters Biopharma, Inc.~~ (~~the~~as ~~“Company”)~~defined ~~received a letter from The Nasdaq Stock Market LLC (“Nasdaq”~~below) ~~indicating~~set ~~that~~forth ~~it is not~~ in ~~compliance~~Item ~~with Nasdaq Listing Rule 5550(b)(1)~~2.04 ~~The Company falling below the minimum listing maintenance requirements~~ of ~~Nasdaq~~this ~~constitutes~~Current aReport ~~default under the Company’s amended and restated senior secured convertible note, originally issued~~ on ~~July~~Form ~~15,~~8-K ~~2022 to an institutional investor (the “Holder”), as amended (the “Note”). Currently, the principal amount of Notes outstanding~~ is ~~$4,949,522~~incorporated ~~and~~herein ~~the~~by ~~accrued and unpaid interest is $7,026~~reference.

~~The~~Item ~~Company~~2.04. isTriggering ~~engaged~~Events ~~in negotiations with the Holder regarding a waiver of the event of default and the Company has no current reason to believe~~ that ~~the~~Accelerate ~~Holder~~or ~~will~~Increase ~~require immediate acceleration of the Note. Until~~ a ~~waiver~~Direct isFinancial ~~obtained,~~Obligation ~~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~~an ~~portion~~Obligation ~~thereof),~~under ~~plus~~an ~~accrued~~Off-Balance ~~and~~Sheet ~~unpaid interest~~Arrangement.

~~Item~~As 3previously disclosed in the Current Report on Form 8-K filed on April 6, 2023 by 9 Meters Biopharma, Inc.~~01.~~ ~~Notice~~(the of“Company”), ~~Delisting~~on orMarch ~~Failure~~31, 2023, the Company’s failure to ~~Satisfy~~maintain the minimum listing maintenance requirements of The Nasdaq Stock Market (“Nasdaq”) constitutes a ~~Continued~~default ~~Listing~~(the ~~Rule~~“Existing orDefault”) ~~Standard;~~under ~~Transfer~~the ofCompany’s ~~Listing~~amended and restated senior secured convertible note, originally issued on July 15, 2022 to an institutional investor (the “Holder”), which was subsequently amended and restated on November 7, 2022, and further amended on January 12, 2023 (the “Note”).

On ~~March~~April 3126, 2023, the Company ~~received~~entered into a ~~letter~~forbearance agreement (the “Forbearance Agreement”) with the Holder, pursuant to which the Holder agreed to forbear from ~~Nasdaq~~enforcing ~~indicating~~its ~~that~~full itremedies isrelated ~~not~~to inthe ~~compliance~~Existing ~~with~~Default ~~Nasdaq~~until ~~Listing~~the ~~Rule~~earliest ~~5550~~of (bi) May 16, 2023, (1ii) the occurrence of a default (other than the Existing Default) under the Note or related Note transaction documents, ~~which~~(iii) ~~requires~~the ~~companies~~Company ~~listed~~receives onnotice ~~The~~from Nasdaq ~~Stock~~that ~~Market~~its tocompliance ~~maintain~~plan ais ~~minimum~~not ~~of $2~~accepted,~~500,000~~ inor ~~stockholders~~the Company’s ~~equity~~common stock is delisted or halted from trading for ~~continued~~more ~~listing.~~than Inone trading day, or (iv) the occurrence of a breach by the Company or its ~~annual~~subsidiary ~~report~~of onany ~~Form~~of ~~10-K~~the representations, warranties, agreements or covenants. In exchange for the ~~period~~Holder ~~ended~~agreeing ~~December~~to ~~31,~~enter ~~2023~~the Forbearance Agreement, the Company ~~reported~~agreed ~~stockholders’~~to ~~equity~~pay to the Holder a partial acceleration amount of approximately $~~2,400,543,~~3.1 ~~and~~million in cash, asthe restricted amount maintained in a ~~result,~~reserve ~~does~~account ~~not~~under ~~currently~~the ~~satisfy~~terms ~~Listing~~of ~~Rule~~the ~~5550(b)(~~Note was increased to $1).6 million, and the default interest rate of 18.0% will apply until further notice by the Holder.

~~Nasdaq’s~~Except ~~letter~~as ~~has~~set noforth ~~immediate~~above, ~~impact~~all onother ~~the listing of the Company’s common stock~~terms, ~~which~~conditions ~~will continue to be listed~~ and ~~traded~~rights onof ~~Nasdaq, subject to~~ the ~~Company’s~~Note ~~compliance~~and ~~with~~ the ~~other~~related ~~continued~~Note ~~listing~~transaction ~~requirements.~~documents ~~Nasdaq’s~~remain ~~letter~~in ~~provides~~full ~~the~~force ~~Company~~and ~~with 45 calendar days~~effect, orwhich ~~until~~were ~~May~~described ~~15,~~in ~~2023,~~the toCurrent ~~submit~~Report aon ~~plan~~Form to8-K ~~regain~~filed ~~compliance.~~by If the ~~plan is accepted, the~~ Company ~~can~~on beJune ~~granted up to 180 calendar days from March 31~~30, ~~2023 (or September 27~~2022, ~~2023), to evidence compliance. There can be no assurance that~~ the ~~Company~~Quarterly ~~will~~Report beon ~~able~~Form to10-Q ~~regain~~filed ~~compliance with all applicable continued listing requirements or that its plan will be accepted~~ by the ~~Nasdaq~~Company ~~staff.~~on InNovember ~~the~~8, ~~event the plan is not accepted by the Nasdaq staff~~2022, orand in the ~~event~~Current ~~the~~Report ~~plan~~on isForm ~~accepted~~8-K ~~and~~filed ~~the~~by ~~extension is granted but~~ the Company ~~fails~~on toJanuary ~~regain compliance within the plan period~~13, ~~the Company would have the right to a hearing before an independent panel~~2023. 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~~foregoing ~~intends~~description toof ~~take~~the ~~all~~Forbearance ~~reasonable~~Agreement ~~measures~~does ~~available~~not purport to ~~regain~~be ~~compliance~~complete ~~under the Nasdaq Listing Rules~~ and ~~remain listed on Nasdaq. The Company~~ is ~~currently~~subject ~~evaluating~~to, ~~its~~and ~~available~~qualified ~~options~~by, ~~to resolve~~ the ~~deficiency~~full ~~and~~text ~~regain~~of ~~compliance~~such ~~with~~document, ~~the~~a ~~Nasdaq~~copy ~~minimum~~of ~~stockholders’~~which ~~equity~~is ~~requirement.~~filed ~~The~~as ~~Company~~Exhibit ~~intends~~10.1 toand ~~submit~~is ~~the~~incorporated ~~compliance plan~~ by ~~the~~reference ~~Nasdaq deadline~~herein.

~~The~~Item ~~Company’s~~9.01. ~~receipt~~Financial ofStatements ~~this letter from Nasdaq does not affect the Company’s business, operations or reporting requirements with the Securities~~ and ~~Exchange Commission~~Exhibits.

(d) Exhibits


Exhibit No.			Description
Exhibit 10.1			Forbearance Agreement, dated April 26, 2023.
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	9 Meters Biopharma, Inc.
Date: April 6, 2023	By:	/s/ Bethany Sensenig
Date: April 27, 2023	By:	/s/ Bethany Sensenig
		Bethany Sensenig
		Chief Financial Officer

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