- Amended Current report filing (8-K/A)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K/A

(Amendment No. 3)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 27, 2009 (March 24, 2009)

 

 

CuraGen Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		0-23223		06-1331400
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

322 East Main Street, Branford, Connecticut		06405
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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 ( see General Instruction A.2. below):

 

¨	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))

 

 

 

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CuraGen Corporation, a Delaware corporation (the “Company”), hereby amends its Current Report on Form 8-K filed September 26, 2008 (the “Original Form 8-K”) to provide an update with respect to the Company’s compliance with NASDAQ Marketplace Rule 4450(a)(5) (the “Rule”). The Original Form 8-K was filed to report that the Company had received written notification (the “Original Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) advising the Company that the bid price of the Company’s common stock (the “Common Stock”) for the previous 30 consecutive trading days had closed below the minimum $1.00 per share (the “Minimum Bid Price”) required for continued listing on the NASDAQ Global Market pursuant to the Rule.

 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Original Form 8-K, on September 23, 2008, the Company received the Original Notice advising the Company that the bid price of the Common Stock for the previous 30 consecutive trading days had closed below the Minimum Bid Price required for continued listing on the NASDAQ Global Market pursuant to the Rule. Pursuant to NASDAQ Marketplace Rule 4450(e) (2), the Company was provided an initial period of 180 calendar days, or until March 23, 2009, to regain compliance with the Minimum Bid Price requirement.

As previously disclosed in an Amendment No. 1 to Form 8-K filed October 27, 2008, the Company received a letter from NASDAQ on October 22, 2008 informing the Company that NASDAQ had temporarily suspended enforcement of the Minimum Bid Price requirement due to conditions in U.S. and world financial markets, with enforcement of the requirement scheduled to resume on January 20, 2009. As previously disclosed in an Amendment No. 2 to Form 8-K filed December 30, 2008, the Company received an additional letter from NASDAQ on December 23, 2008 indicating that NASDAQ had extended the suspension of the Minimum Bid Price requirement, with enforcement scheduled to resume on April 20, 2009.

On March 24, 2009, the Company received a further letter from NASDAQ stating that NASDAQ has further extended the suspension of the Minimum Bid Price requirement and that the enforcement of this requirement is now scheduled to resume on July 20, 2009. This letter further stated that prior to the resumption of enforcement, NASDAQ will send an additional letter to inform the Company of the number of calendar days remaining in the Company’s compliance period and the specific date by which the Company needs to regain compliance. The letter the Company received on October 22, 2008 stated that the Company has 158 calendar days remaining in its compliance period. With the enforcement of the rules scheduled to resume on July 20, 2009 and assuming a 158 calendar day compliance period, the Company would have until December 25, 2009 to regain compliance with the Minimum Bid Price requirement.

The Company can regain compliance with the Minimum Bid Price requirement, either during the suspension period or during the compliance period resuming after the suspension period, by achieving a $1.00 closing bid price for a minimum of 10 consecutive trading days.

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SIGNATURE

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.

 

		CURAGEN CORPORATION
Date: March 27, 2009		By:		/s/ Sean A. Cassidy
				Sean A. Cassidy
				Vice President and Chief Financial Officer
				(Principal Financial Officer)