Aphton (NASDAQ:APHT)
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Aphton Corporation (NASDAQ:APHT) announced today that on
December 27, 2005 the Company received notice from NASDAQ Stock Market
informing the Company that it failed to regain compliance by December
20, 2005 with Marketplace Rule 4310(c)(4) requiring the Company to
evidence a minimum closing bid price of $1.00 per share for at least
10 consecutive trading days. The notice from NASDAQ follows the
Company's announcement on December 5, 2005 that the Company is not in
compliance with Marketplace Rule 4310(c)(2)(B), which requires the
Company to have a minimum of $2,500,000 in stockholders' equity or
$35,000,000 market value of listed securities or $500,000 of net
income from continuing operations for the most recently completed
fiscal year or two of the three most recently completed fiscal years
and was therefore subject to delisting. The Company appealed NASDAQ's
prior decision to delist the Company's common stock because of that
deficiency to a NASDAQ Listing Qualifications Panel (the "Panel") and
a hearing was granted. At the hearing for the appeal, the Company
presented its plan to regain compliance with Marketplace Rule
4310(c)(2)(B).
In the December 27, 2005 letter, NASDAQ informed the Company that,
in addition to considering the Company's plan to regain compliance
with Marketplace Rule 4310(c)(2)(B), the Panel will consider the
Company's plan to remedy the failure to comply with NASDAQ's minimum
bid price requirement in rendering its decision with regard to the
Company's continued listing. The Company addressed both deficiencies
at the hearing for the appeal and requested an exception to evidence
compliance with the NASDAQ listing criteria. The Company advised the
Panel that it intended to address the bid price deficiency through the
adoption of a reverse stock split. The proxy statement requesting
stockholder approval of the reverse stock split was mailed to
stockholders on December 16, 2005 and the special meeting of
stockholders is scheduled to be held on January 9, 2006. However,
there can be no assurance that the Panel will grant the Company's
request for continued listing.
About Aphton
Aphton Corporation, headquartered in Philadelphia, Pennsylvania,
is a clinical stage biopharmaceutical company focused on developing
targeted immunotherapies for cancer. Aphton's products seek to empower
the body's own immune system to fight disease. Through the acquisition
of Igeneon AG in March 2005, Aphton acquired late-stage products,
IGN101, a cancer vaccine designed to induce an immune response against
EpCAM-positive tumor cells, and IGN311, a fully humanized antibody
against the Lewis Y antigen. Aphton has strategic alliances with Xoma
for treating gastrointestinal and other gastrin-sensitive cancers
using anti-gastrin monoclonal and other antibodies; Daiichi Pure
Chemicals for the development, manufacturing and commercialization of
gastrin-related diagnostic kits; and Celltrion Inc. for the
development, manufacturing and commercialization of IGN311. Aphton's
most advanced product, Insegia(TM), targets the hormone gastrin 17 in
an attempt to treat gastrointestinal cancers. Aphton is currently
seeking partners that will support the further development of Insegia.
For more information about Aphton or its programs please visit
Aphton's website at http://www.aphton.com
Safe Harbor
This press release includes forward-looking statements, including
statements about: (1) Aphton's intention to regain compliance with the
Marketplace Rules; (2) Aphton's belief in gastrin as a viable target
in treating cancer; (3) Aphton's expectation regarding the purpose and
effectiveness of fully-humanized monoclonal antibodies, IGN101 and
IGN311, and its cancer immunotherapy, Insegia; and (4) Aphton's desire
to find partners that will support the development of Insegia. These
forward-looking statements may be affected by the risks and
uncertainties inherent in the drug development process and in Aphton's
business. This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in Aphton's Securities
and Exchange Commission filings, including Aphton's report on Form
10-K filed with the Commission on March 16, 2005. Aphton wishes to
caution readers that certain important factors may have affected, and
could in the future affect, Aphton's beliefs and expectations and
could cause the actual results to differ materially from those
expressed in any forward-looking statement made by or on behalf of
Aphton. These risk factors include, but are not limited to: (1) the
willingness of the Nasdaq Listing Qualifications Panel to grant Aphton
an exception to evidence compliance with the NASDAQ listing criteria;
(2) Aphton's ability to regain compliance with Nasdaq's Marketplace
Rules within that exception, if granted; (3) Aphton's ability to find
a corporate partner who is capable of financially supporting the
further development of Insegia, IGN101 and IGN311; (4) Aphton's
ability to access sufficient capital to fund its operations; (5)
scientific developments regarding immunotherapy; and (6) the actual
design, results and timing of preclinical and clinical studies for
Aphton's products and product candidates.