Achilles Therapeutics Announces Voluntary Nasdaq Delisting and SEC Deregistration

Rhea-AI Summary

Achilles Therapeutics (NASDAQ: ACHL) has announced its intention to voluntarily delist its American Depositary Shares (ADSs) from Nasdaq and deregister from the SEC. The company has scheduled a General Meeting for March 20, 2025 to obtain shareholder approval for commencing a members' voluntary liquidation.

The company plans to file Form 25 with the SEC on March 10, 2025, with the final trading day expected to be March 20, 2025. Post-delisting, ADS trading will be to privately negotiated sales and potentially over-the-counter markets, though continued trading is not guaranteed. The company will file Form 15 around March 20, 2025, suspending its SEC reporting obligations, with deregistration becoming effective 90 days after filing.

Positive

• None.

Negative

• Voluntary delisting from Nasdaq indicates severe business challenges
• Company entering voluntary liquidation process
• Trading of shares will become severely after delisting
• Termination of regular financial reporting and transparency

Insights

Financial Analyst

Achilles Therapeutics' announcement of voluntary Nasdaq delisting and SEC deregistration represents a critical development for investors. This move is particularly significant as it's directly connected to a planned members' voluntary liquidation that requires shareholder approval at the upcoming March 20 General Meeting.

The liquidation process has profound implications for shareholders. In a members' voluntary liquidation, a company's assets are sold off and distributed to creditors and shareholders in order of priority. This usually occurs when a company is solvent but decides to cease operations.

Investors should understand several key timelines: Form 25 filing on March 10, final Nasdaq trading day on March 20, and Form 15 filing around March 20 to terminate SEC reporting obligations. Post-delisting, any trading would be restricted to private negotiations or potentially over-the-counter markets, with no guarantee of liquidity or market-making activity.

This announcement effectively signals the company's end as a publicly traded entity. For current shareholders, the liquidation process will determine the ultimate recovery value of their investment, which is often below the current market price. The market cap of $56.7 million and share price of $1.39 provide the current valuation baseline, but liquidation distributions typically reflect a discount to these figures after administrative expenses and creditor payments.

Corporate Governance Expert

The voluntary liquidation path chosen by Achilles represents a structured dissolution rather than a bankruptcy proceeding, indicating the Board believes this approach maximizes remaining value for shareholders. The requirement for shareholder approval at the March 20 meeting is a critical governance checkpoint that will determine if the liquidation proceeds.

This process reveals a strategic decision by management and the Board to cease operations rather than pursue additional financing or strategic alternatives like a merger or acquisition. For a clinical-stage biotech with a $56.7 million market cap, this typically suggests the company has assessed its pipeline and determined further development isn't commercially viable or competitively differentiated.

The delisting sequence follows standard regulatory procedures: Form 25 filing initiates the delisting, with Form 15 terminating SEC reporting obligations. This eliminates the substantial compliance costs associated with being a public company, preserving more assets for eventual distribution to shareholders. However, it also removes transparency for investors during the liquidation process.

Investors should scrutinize any liquidation plan for details on asset valuation methodology, timeline for distributions, and fee structures for liquidators. The governance implications are substantial as management's fiduciary duties shift from growing the business to maximizing recovery value and ensuring equitable distribution according to legal priority.

LONDON, Feb. 28, 2025 (GLOBE NEWSWIRE) -- Achilles Therapeutics plc (NASDAQ: ACHL) (the Company) today announced that it has formally notified The Nasdaq Stock Market LLC (Nasdaq) of its intention to voluntarily delist its American Depositary Shares (ADSs) from Nasdaq and its intent to deregister its ADSs from the Securities and Exchange Commission (SEC) under Section 12(b) of the Securities Exchange Act of 1934 (Exchange Act). As previously reported, the Company has called a General Meeting for March 20, 2025 to obtain shareholder approval to commence a members’ voluntary liquidation. The planned delisting of the ADSs is being undertaken in connection with the contemplated liquidation.

The Company intends to file a Form 25 (Notification of Removal from Listing) with the SEC on March 10, 2025, and expects the last trading day of the Company’s common stock on Nasdaq will be March 20, 2025. Following delisting from Nasdaq, any trading in the Company’s ADSs would occur only in privately negotiated sales and potentially on an over-the-counter market if a broker makes a market in the ADSs. There is no guarantee, however, that a broker will make such a market or that trading of the ADSs will continue on an over-the-counter market or otherwise.

The Company also intends to file a Form 15 (Certification and Notice of Termination From Registration) with the SEC on or about March 20, 2025. Upon filing, the Company’s obligation to file periodic reports with the SEC, including Forms 20-F and 6-K, will be suspended immediately and will terminate when deregistration becomes effective 90 days after the Form 15 is filed.

Forward Looking Statements

This press release contains express or implied forward-looking statements that are based on the Company management's belief and assumptions and on information currently available to the Company’s management. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s intention to delist from Nasdaq and to deregister from the SEC. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual actions to be materially different from any future actions expressed or implied by these forward-looking statements. The forward-looking statements in this press release represent the Company’s views as of the date of this press release. While the Company may elect to update these forward-looking statements at some point in the future, the Company has no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this press release.

For further information, please contact:

Meru Advisors
Lee M. Stern
lstern@meruadvisors.com

FAQ

When will ACHL stock stop trading on Nasdaq?

ACHL's last trading day on Nasdaq is expected to be March 20, 2025.

What happens to ACHL shares after the Nasdaq delisting?

After delisting, ACHL shares can only be traded through private negotiations or potentially over-the-counter markets, if brokers make a market for the shares.

When is Achilles Therapeutics' shareholder meeting for liquidation approval?

The General Meeting is scheduled for March 20, 2025, to obtain shareholder approval for voluntary liquidation.

What SEC forms will ACHL file for delisting and deregistration?

ACHL will file Form 25 on March 10, 2025, for delisting and Form 15 around March 20, 2025, for deregistration.