- Filing of certain prospectuses and communications in connection with business combination transactions (425)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2008

AVALON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-32629		52-2209310
(State or other		(Commission File		(I.R.S. Employer
jurisdiction of		Number)		Identification No.)
incorporation or
organization)

20358 Seneca Meadows Parkway,
Germantown, Maryland				20876
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: [phone]

(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:

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

 

INFORMATION TO BE INCLUDED IN THE REPORT

Section 8 — Other Events

Item 8.01. Other Events.

On December 22, 2008, Avalon Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”) issued a press release announcing that the Company had received a letter from the 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 press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

      (d) Exhibits

99.1

Press release dated December 22, 2008.

 

---

 

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.

	Avalon Pharmaceuticals, Inc.
Date: December 22, 2008	By:	/s/ C. Eric Winzer
		C. Eric Winzer
		Executive Vice President and Chief Financial Officer