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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On August 2, 2023, Innoviva, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, due to Dr. Deborah L. Birx’s previously disclosed resignation from the Company’s Board of Directors (the “Board”), the Company is not in compliance with Nasdaq’s audit committee composition requirements, as set forth in Nasdaq Listing Rule 5605, which requires that the Audit Committee of the Board (the “Audit Committee”) be comprised of at least three “independent directors” (as defined in Nasdaq Listing Rule 5605(a)(2)). As a result of Dr. Deborah L. Birx’s resignation from the Board on July 10, 2023, the Audit Committee is currently comprised of two independent directors and one vacancy.
The Notice has no immediate effect on the Company’s Nasdaq listing or the trading of its common stock. As described in the notice, pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to reestablish compliance with Nasdaq Listing Rule 5605. The Company will have until the earlier of the Company’s next annual meeting of stockholders or July 10, 2024 to regain compliance with Rule 5605.
The Board is in the process of evaluating the composition of the audit committee including in light of in Nasdaq Listing Rule 5605. The Board intends to comply fully with Nasdaq audit committee requirements before the end of the cure period described above.
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.
|Date: August 7, 2023||By:||/s/ Pavel Raifeld|
|Chief Executive Officer|