Statera Biopharma faces delisting from Nasdaq, allegations of defaulting on loan

FORT COLLINS — Statera Biopharma Inc. (Nasdaq: STAB) is in danger of being delisted from the Nasdaq exchange after a sustained dip in its stock price and allegations of defaulting on a loan that led to the resignation of two members of its board of directors, according to documents filed with the Securities and Exchange Commission.

Statera is a medical drug company whose leading candidates are designed to treat Crohn’s disease and pancreatic cancer. It first received a delisting notice from Nasdaq on March 23, when it was informed that it was in violation of the bid price rule — the bid price for its common stock had traded below $1 per share for more than 30 days. That notice informed the company that it had until Sept. 19 to correct the issue. 

Then on March 25, Statera received a letter from venture-capital firm Avenue Capital Group alleging that Statera had defaulted on an $11.2 million loan. The letter accused Statera of failing to:

• Timely deliver monthly financial statements for certain periods.
• Obtain Avenue’s consent to repurchase certain securities from stockholders.
• Pay principal and interest when due, including on March 1, 2022.
• Maintain unrestricted cash and cash equivalents in one or more accounts subject to control agreements in favor of Avenue in the amount of at least $5 million.

Avenue also foreclosed on $4.8 million of Statera’s cash in furtherance of the allegations set forth in the letter.

The same day that Statera received the letter from Avenue, two independent members of Statera’s board of directors resigned. Randy Saluck and Lea Verny both sat on the audit, nominating and corporate governance and compensation committees on the board.

In his resignation letter, which was filed as an exhibit with the SEC, Saluck cited the allegations from Avenue and specifically singled out Statera CEO Mike Handley for criticism.

“We voted on key resolutions without being provided full information on several occasions,” Saluck wrote. “This is combined with my disappointment at the multitude of poor decisions you have made since you took over and it is clear to me that the board’s directives have not been followed. I simply do not feel that you are able to effectively manage the company. It is a sad day as I truly care about this company and have worked so hard to try to be helpful in so many ways. I care about the shareholders deeply and hope that management can create value in the future.”

The departures of Saluck and Verny place Statera in further violation of Nasdaq rules. The exchange requires that a majority of the members of a company’s board be independent. With Saluck and Verny gone, Statera has just one independent board member and two who are not independent. It has until May 19 to submit a plan for how it will regain compliance.

Statera’s chief operating officer, Taunia Markvicka, also resigned her position on the board on March 28. She will continue to serve as COO, and her departure from the board did not affect the company’s listing.

Statera therefore must satisfy two Nasdaq rules in order to avoid being delisted. It must raise its common stock’s closing bid price above $1 per share for 10 consecutive days before Sept. 19 to satisfy the bid price rule. It must also submit a plan to the Nasdaq by May 19 for how it will regain compliance with its board of directors.

Statera was originally due to report its earnings for the 2021 fiscal year on March 31. It was granted an extension that gives the company until April 15 to report.

Statera stock closed Wednesday at 34 cents per share. It was up 17.3% for the day, but has declined more than 94% since February 2021.

Multiple representatives from Statera did not respond to requests for comment.

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