---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-116342"
form_type: "8-K"
ticker: null
cik: "0001633070"
company_name: "Axcella Health Inc."
filed_at: "2023-11-09T23:59:59+00:00"
generated_at: "2026-06-08T06:48:48.240169+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Nasdaq notifies Axcella of delisting risk; company deemed public shell after board resignations and dissolution plan

## Summary
- On Nov 8, 2023, Nasdaq Staff notified Axcella it is a 'public shell' due to asset transfer for creditor benefit, dissolution plan, and board/executive departures.
- Ten directors resigned effective Nov 1, 2023, including CEO and Chief Legal Officer; executive team terminated.
- Non-compliance with minimum Market Value of Listed Securities ($50M) and Market Value of Publicly Held Shares ($15M) after 180-day grace period.
- Also non-compliance with independent board and committee composition requirements under Nasdaq Listing Rules 5605.
- Nasdaq Hearings Panel will consider continued listing; company faces potential delisting.

## SEC filing metadata
- accession: 0001104659-23-116342
- form_type: 8-K
- cik: 0001633070
- company_name: Axcella Health Inc.
- filed_at: 2023-11-09T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 3.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1633070/000110465923116342/0001104659-23-116342-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1633070/000110465923116342/tm2330301d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-116342
- JSON: https://secwatch.observer/filing/0001104659-23-116342.json
- Plain text: https://secwatch.observer/filing/0001104659-23-116342.txt

## Key facts
- Listing & Compliance Notices
  Axcella Health Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5101).
  - Exchange: nasdaq
  - Notice: noncompliance notice
  - Deficiency: market value
  - Rules: 5101
  source text: ffective November 1, 2023 (the “Board Resignations”); and (iii) termination of the Company’s executive team, including the Chief Executive Officer and Chief Legal Officer and Corporate Secretary, it is the Staff’s belief that the Company is a “public shell” as that term is defined in Nasdaq Listing Rule 5101. The Staff also expressed concerns relating to the Company’s non-compliance with all requirements for continued listing on the Nasdaq, including for failing to regain compliance with the $50,000,000 minimum Market Value of Listed Securities and $15,000,000 minimum Market Value of Publicly
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923116342/0001104659-23-116342-index.htm
- Listing & Compliance Notices
  Axcella Health Inc. received a nasdaq deficiency notice notice regarding other (rules 5101, 5605(b)(1), 5605(c)(2), 5605(d)(2), 5605(e)(1)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Rules: 5101, 5605(b)(1), 5605(c)(2), 5605(d)(2), 5605(e)(1)
  source text: ffective November 1, 2023 (the “Board Resignations”); and (iii) termination of the Company’s executive team, including the Chief Executive Officer and Chief Legal Officer and Corporate Secretary, it is the Staff’s belief that the Company is a “public shell” as that term is defined in Nasdaq Listing Rule 5101. The Staff also expressed concerns relating to the Company’s non-compliance with all requirements for continued listing on the Nasdaq, including for failing to regain compliance with the $50,000,000 minimum Market Value of Listed Securities and $15,000,000 minimum Market Value of Publicly
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923116342/0001104659-23-116342-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.