UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1 18, 2023

SATSUMA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39041

81-3039831

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

4819 Emperor Boulevard, Suite 340

Durham, NC 27703

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 410-3200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered Common Stock STSA The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

AsOn ~~previously reported, on April~~May 1118, 2023, Satsuma Pharmaceuticals, Inc. (the “Company”) ~~received~~issued a ~~written~~press ~~notice~~release ~~from~~announcing ~~the staff (the “Staff”) of the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), notifying the Company~~ that, ~~for~~ the ~~30 consecutive business day period between February 27, 2023 through April 10, 2023, the~~ Company’s ~~common~~505(b)(2) ~~stock,~~New ~~$0.0001~~Drug ~~par~~Application ~~value per share~~ (~~the~~ “~~Common Stock~~NDA”), ~~had~~for ~~not~~STS101 ~~maintained~~has abeen ~~minimum~~accepted ~~bid price of $1.00 per share, required~~ for ~~continued~~review ~~listing~~by on the ~~Nasdaq~~U.S. ~~Global~~Food ~~Market~~and ~~pursuant~~Drug toAdministration ~~Nasdaq Listing Rule 5450~~(~~a)(1) (the~~ “~~Minimum Bid Price Requirement~~FDA”). ~~The~~A ~~letter~~copy ~~also indicated that the Company had a compliance period~~ of ~~180 calendar days, or until October 8, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter further provided that if, at any time during~~ the ~~180-day~~press ~~period,~~release ~~the~~announcing ~~closing bid price of~~ the ~~Company’s~~submission ~~common~~is ~~stock~~attached ~~was~~hereto atas ~~least~~Exhibit $199.001 ~~for~~and ais ~~minimum~~incorporated ofherein 10by ~~consecutive business days, the Staff would provide the Company with written confirmation that it had achieved compliance with the Minimum Bid Price Requirement~~reference.

OnItem May 1, 2023, the Company received a letter from the Staff notifying the Company that for the last 10 consecutive business days, from April 17, 2023 to April 28, 2023, the closing bid price of the Company’s common stock has been at $19.0001 ~~per~~Financial ~~share~~Statements ~~or greater~~ and, ~~therefore, the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1) and this matter is now closed~~Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated May 18, 2023

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

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.

SATSUMA PHARMACEUTICALS, INC.

Date: May 3, 2023

/s/ Tom O’Neil

Date: May 18, 2023

/s/ Tom O’Neil

Tom O’Neil

Chief Financial Officer

Filing Compare · Satsuma Pharmaceuticals, Inc.