SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):||June 1, 2009|
ADVENTRX Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|of incorporation)||File Number)||Identification No.)|
|6725 Mesa Ridge Road, Suite 100, San Diego, California||92121|
(Address of principal executive offices)
|Registrants telephone number, including area code:||858-552-0866|
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:
[ ] 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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 1, 2009, ADVENTRX Pharmaceuticals, Inc. (the "Company") received notice from the staff of the NYSE Amex LLC (the "Exchange") that, based on their review of the Company’s Form 10-Q for the period ended March 31, 2009, the Company is not in compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the Exchange’s Company Guide (the "Company Guide"). Specifically, the Exchange noted that the Company is not in compliance with Section 1003(a)(ii) of the Company Guide because it reported stockholders’ equity of less than $4,000,000 and losses from continuing operations and net losses in three of its four most recent fiscal years, or with Section 1003(a)(iii) of the Company Guide because it reported stockholders’ equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years.
In order to maintain listing of the Company’s common stock on the Exchange, the Company m ust submit a plan by July 1, 2009, advising the Exchange of the actions the Company has taken, or will take, to regain compliance with Sections 1003(a)(ii) and (iii) of the Company Guide by December 1, 2010. The Company has verbally informed the appropriate Exchange staff that it intends to submit a plan to resolve listing deficiencies and to regain compliance with the Exchange’s continued listing requirements. The Company expects to submit such a plan by the July 1, 2009 deadline. If the Company has made a reasonable demonstration of an ability to regain compliance with the continued listing standards by December 1, 2010, the plan will be accepted. If the Exchange accepts the plan, then the Company may be able to continue its listing during the plan period, up to December 1, 2010, during which time the Company will be subject to periodic reviews to determine whether it is making progress consistent with the plan. If the Company fails to submit a plan acceptable to the Exchange or, if the plan is acc epted but the Exchange determines that the Company is not making progress consistent with the plan or that the Company is not in compliance with all continued listing standards of the Company Guide by November 29, 2010, then the Company expects the Exchange will initiate delisting proceedings.
The Company’s common stock continues to trade on the Exchange under the symbol "ANX," however, the Exchange has advised the Company that the Exchange is utilizing the financial status indicator fields in the Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote Systems Low Speed and High Speed Tapes to identify companies that are in noncompliance with the Exchange’s continued listing standards. Accordingly, the Company will become subject to the trading symbol extension ".BC" to denote its noncompliance.
On June 2, 2009, the Company issued a press release announcing its receipt from the Exchange of notice of the Company’s failure to satisfy a continue d listing standard. The full text of this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
The list of exhibits called for by this Item is incorporated by reference to the Exhibit Index filed with this report.
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.
|ADVENTRX Pharmaceuticals, Inc.|
|June 2, 2009||By:||
/s/ Patrick L. Keran
|Name: Patrick L. Keran|
|Title: Vice President, Legal|
|Press Release, dated June 2, 2009|
ADVENTRX RECEIVES NOTICE FROM NYSE AMEX
|||Going concern qualification in Annual Report|
SAN DIEGO June 2, 2009 - ADVENTRX Pharmaceuticals, Inc. (NYSE Amex: ANX) today announced that, on June 1, 2009, it was notified by staff of the NYSE Amex (formerly, the American Stock Exchange) that a review of the Companys Form 10-Q for the period ended March 31, 2009 indicated that the Company is not in compliance with the NYSE Amexs continued listing standards as set forth in Part 10 of the NYSE Amexs Company Guide.
In order to maintain its listing, the Company must submit a plan by July 1, 2009 addressing how it intends to regain compliance by December 1, 2010. Subject to the plan being accepted by the NYSE Amex, the Company would have until December 1, 2010 to implement the plan, during which time the Company would be subject to periodic review to determine whether it is making progress consistent with the plan. If the Company has made a reasonable demonstration of an ability to regain compliance with the continued listing standards within the specified timeframe, the plan will be accepted. The Company has verbally informed the NYSE Amex staff that it intends to submit a plan to resolve listing deficiencies and to regain compliance with the NYSE Amex continued listing requirements.
The NYSE Amex staff indicated that the Company is not in compliance with Section 1003(a)(ii) of the NYSE Amex Company Guide with stockholders equity of less than $4,000,000 and losses from continuing operations and net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the NYSE Amex Company Guide with stockholders equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years.
In addition, on March 27, 2009, the Company filed with the U.S. Securities and Exchange Commission an Annual Report on Form 10-K in which the Companys auditors included a going concern qualification in its report, dated March 25, 2009. The Companys auditors indicated that the Company had suffered recurring losses from operations and negative cash flows from operations that raised substantial doubt about the Companys ability to continue as a going concern.
This press release is issued pursuant to Sections 402 and 610 of the NYSE Amex Company Guide.
About ADVENTRX Pharmaceuticals
ADVENTRX Pharmaceuticals is a biopharmaceutical company whose proprietary product candidates are designed to improve the safety and commercial potential of existing cancer treatments. The Company has an immediate need to raise additional capital to support its operations. More information can be found on the Companys web site at www.adventrx.com.
Forward Looking Statements
ADVENTRX cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks and assumptions that, if they materialize or do not prove to be accurate, could cause ADVENTRXs results to differ materially from historical results or those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the risk that the NYSE Amex will suspend dealings in, or remove from the list, ADVENTRXs common stock; the risk that the NYSE Amex does not accept ADVENTRXs plan to regain compliance with the NYSE Amexs continued listing standards, and the risk that ADVENTRX fails to execute such plan to the satisfaction of the NYSE Amex staff; the risk that ADVENTRX will liquidate its assets, entirely wind-down its operations and dissolve; the risk that, based on its current working capital, and the estimated costs associated with seeking approval for and implementing a plan of liquidation, ADVENTRXs remaining capital available for distribution to its stockholders, if any, will be insignificant; the risk that ADVENTRX will be unable to consummate a strategic or partnering transaction or otherwise raise sufficient capital on a timely basis, or at all, to continue as a going concern, including as a result of negative perceptions of the data from ADVENTRXs bioequivalence study of ANX-514; the risk that ADVENTRX will trigger a maintenance failure under that certain Rights Agreement, dated July 27, 2005, as amended, and be required to pay liquidated damages, including as a result of losing its eligibility to use Form S-3 if its common stock is delisted from the NYSE Amex or ADVENTRX is not timely in its filings with the Securities and Exchange Commission; the risk that ADVENTRXs recent cost-containment measures, including the discontinuation of substantially all of its development activities and fundamental business operations and reduction in force to a small, select number of full-time employees, will negatively impact ADVENTRXs ability to raise capital; the potential for regulatory authorities to require additional preclinical work and/or clinical activities to support regulatory filings, including prior to the submission or the approval of a New Drug Application for ANX-530 and ANX-514, and the impact of increased uncertainty regarding the need for such activities on strategic, partnering and capital-raising transactions; difficulties or delays in manufacturing, obtaining regulatory approval for and marketing ANX-530 and ANX-514, including validating commercial manufacturers and suppliers and the potential for automatic injunctions regarding FDA approval of ANX-514; and other risks and uncertainties more fully described in ADVENTRXs press releases and periodic filings with the Securities and Exchange Commission. ADVENTRXs public filings with the Securities and Exchange Commission are available at http://www.sec.gov.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date when made. ADVENTRX does not intend to revise or update any forward-looking statement set forth in this press release to reflect events or circumstances arising after the date on which it was made.
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