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): January 21, 2020

AERPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (513) 985-1920

Not Applicable

(Former name or former address, if changed since last report)

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:

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

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.  ☒

On January 21, 2020, Aerpio Pharmaceuticals, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that the Company has been granted an additional 180 calendar days, or until July 20, 2020, to regain compliance with the minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) as required by Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

As previously reported by the Company on that certain Current Report on Form 8-K filed on July 26, 2019 with the U.S. Securities and Exchange Commission, on July 24, 2019, the Company received a written notice (the “Initial Notice”) from the Staff that the Company had not been in compliance with the Minimum Bid Price Requirement as required by Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. The notification had no immediate effect on the listing [or trading] of the Company’s common stock on The Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until January 20, 2020 (the “Initial Compliance Date”) to regain compliance with the Minimum Bid Price Requirement. The Company did not regain compliance with the Minimum Bid Price Requirement by the Initial Compliance Date. The Company was previously notified by the Staff that it might be afforded a second 180 calendar period to regain compliance with the Minimum Bid Price Requirement under certain circumstances if the Company provided a written notice to Nasdaq of its intent to cure the deficiency. As a result, the Company applied for an extension of the cure period, as permitted under the Initial Notice. In order to cure the deficiency, the Company indicated that, to the extent necessary, it planned to effect a reverse stock split in order to meet the Minimum Bid Price Requirement.

According to the Notice, if at any time before July 20, 2020, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement and the common stock will continue to be eligible for listing on The Nasdaq Capital Market. If, however, compliance with the Minimum Bid Price Requirement cannot be demonstrated by July 20, 2020, the Staff will provide written notification that the Company’s common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel (the “Panel”). The Company expects that its common stock would remain listed pending the Panel’s decision. There can be no assurance that, if the Company does appeal the Staff’s delisting determination to the Panel, such appeal would be successful.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.