Avalon (NASDAQ:AVRX)
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Avalon Pharmaceuticals, Inc. (Nasdaq: AVRX), today announced that on
December 18, 2008, it received a letter from The NASDAQ Stock Market,
LLC notifying the Company that it had been granted an extension of time
for compliance with NASDAQ Marketplace Rule 4450(a)(3). The Company
previously announced on November 25, 2008, that it had received a
Deficiency Notice from NASDAQ notifying the Company that it is not in
compliance with NASDAQ Marketplace Rule 4450(a)(3) because the Company’s
stockholders’ equity, as reported in the Company’s Quarterly Report on
Form 10-Q for the period ended September 30, 2008, did not meet the
minimum of $10 million required for continued listing on The NASDAQ
Global Market.
Under the terms of the extension letter, on or before March 5, 2009, the
Company must complete its previously announced proposed merger with an
indirect wholly-owned subsidiary of Clinical Data, Inc. Alternatively,
prior to its next periodic filing with the Securities and Exchange
Commission, the Company must furnish to the SEC and NASDAQ a publicly
available report disclosing, among other requirements, (1) a description
of the completed transaction or event that enabled the Company to
satisfy NASDAQ’s stockholders’ equity requirement for continued listing
or a balance sheet no older than 60 days with pro forma adjustments for
any significant transactions or event occurring on or before the report
date that evidences compliance with the stockholders’ equity
requirement, and (2) that NASDAQ will continue to monitor the Company’s
ongoing compliance with the stockholders’ equity requirement and, if at
the time of its next periodic report the Company does not evidence
compliance, that it may be subject to delisting. In addition, the
extension letter states that if the Company is not able to evidence
compliance with Marketplace Rule 4310(c) for listing on The NASDAQ
Capital Market by March 5, 2009, the NASDAQ staff will be unable to
provide any additional time to regain compliance with the stockholders’
equity requirement and will issue the Company a Staff Delisting
Determination letter.
In the event the Company receives notice that its common stock is being
delisted from The NASDAQ Global Market, the NASDAQ Marketplace Rules
permit the Company to appeal the delisting to a NASDAQ Listing
Qualifications Panel. Alternatively, NASDAQ may permit the Company to
transfer its common stock to The NASDAQ Capital Market if it satisfies
the requirements for inclusion on that market.
The extension letter and the original Deficiency Notice have no
immediate effect on the NASDAQ listing or trading of the Company’s
common stock.
About Avalon Pharmaceuticals
Avalon is a biopharmaceutical company focused on the discovery,
development and commercialization of first-in-class cancer therapeutics.
Important Information for Investors and Stockholders
Avalon and Clinical Data will file a joint definitive proxy
statement/prospectus with the SEC in connection with the proposed
merger. Investors and stockholders are urged to read the joint
definitive proxy statement/prospectus when it becomes available and any
other relevant documents filed by either party with the SEC because they
will contain important information.
Investors and stockholders will be able to obtain the joint
definitive proxy statement/prospectus and other documents filed with the
SEC free of charge at the website maintained by the SEC at www.sec.gov.
In addition, documents filed with the SEC by Avalon will be available
free of charge on the portion of the Avalon website titled “Investors”
at www.avalonrx.com.
Documents filed with the SEC by Clinical Data will be available free of
charge on the portion of the Clinical Data website titled “Investors” at www.clda.com.
Clinical Data, Avalon and their directors and executive officers may
be deemed to be participants in the solicitation of proxies from Avalon
stockholders. Information regarding Clinical Data’s participants is
available in Clinical Data’s Annual Report on Form 10-K for the year
ended March 31, 2008 and its proxy statement for its 2008 Annual Meeting
of stockholders, which are filed with the SEC. Information regarding
Avalon’s participants is available in Avalon’s Annual Report on Form
10-K for the year ended December 31, 2007 and the proxy statement for
its 2008 Annual Meeting of stockholders, which are filed with the SEC.
Additional information regarding interests of such participants will be
included in the joint definitive proxy statement/prospectus that will be
filed with the SEC. You can obtain free copies of these documents from
Clinical Data and Avalon as indicated above.
Forward Looking Statements
This announcement may contain forward-looking statements that involve
risks and uncertainties. Such statements are based on certain
assumptions and actual results could differ materially from those
currently anticipated as a result of a number of factors, risks and
uncertainties. The information in this Release should be read in
conjunction with the Risk Factors set forth in our 2007 Annual Report on
Form 10-K and updates contained in subsequent filings Avalon makes with
the SEC.