Foghorn Therapeutics Inc., a pharmaceutical company, has been notified by the Nasdaq Stock Market LLC of a non-compliance issue with Nasdaq's audit committee requirements. The notice, received on Wednesday, cites a shortfall in the number of independent audit committee members following a board member's resignation.
The Nasdaq Listing Rule 5605 stipulates that a listed company must have an audit committee with a minimum of three members who meet specific independence qualifications. The departure of Dr. Adam M. Koppel from Foghorn's Board of Directors and Audit Committee on December 29, 2024, left the committee with only two qualified directors, triggering the notice.
Nasdaq has provided Foghorn with a grace period to rectify this shortfall. The company must comply by the earlier of its next annual shareholders' meeting or December 29, 2025. If the shareholders' meeting occurs before June 27, 2025, compliance must be demonstrated by that date.
Foghorn's Board plans to appoint a new or current independent member to the Audit Committee within the given timeframe. The company expressed confidence in fulfilling the Nasdaq's audit committee composition requirements before the deadline.
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