UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 2, 2007
Date of Report (Date of earliest event reported)
SAMARITAN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26775 88-0431538
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
101 Convention Center Drive, Suite 310
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-7001
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 (17CFR240.14d2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Samaritan Pharmaceuticals Inc. announces it has requested a hearing before the
AMEX's listing qualifications panel to appeal the AMEX's decision that the
Company's plan, submitted to the AMEX on December 6, 2006 to bring it into
compliance by May 6, 2008, is not accepted.
Previously on November 6, 2006 and on January 30, 2007 , the American Stock
Exchange ("AMEX") Listing Qualifications staff notified the Company it no longer
complies with Exchange's continued listing standard due our shareholder's equity
of less than $4 million and losses from continuing operations and/or losses in
three out of its four most recent fiscal years, as set forth in Section
1003(a)(ii) of the Company guide; with our shareholder's equity of less than $6
million from continuing operations and/or net losses in its five most recent
fiscal years, as set forth in Section 1003(a)(iii) of the Company Guide; and
with our low selling price, as set forth in Section 1003(f)(v) of the Company
guide, and that its securities are, therefore, subject to being delisted from
the AMEX Exchange.
Pursuant to Section 1009 of the AMEX Company Guide, the Company was offered the
opportunity to submit a plan of compliance advising the Exchange of action that
it has taken or would take to bring the Company into compliance by May 6, 2008.
On December 6, 2006, the Company submitted its plan of compliance. On January
30, 2007, the company was notified that its plan was not accepted. In accordance
with Sections 1203 and 1009(d) of the Company Guide, Samaritan has a right to
appeal by requesting a hearing. On February 1, 2007, the company filed the
request for an appeal.
The company intends to explore listing on another exchange, such as the OTC
Bulletin Board, in case the Company's appeal is unsuccessful.
Item 7.01 Regulation FD Disclosure.
On February 2, 2007, the Company issued a press release announcing the AMEX
notice, a copy of which is attached hereto as Exhibit 99.1, is being furnished
pursuant to Regulation FD and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
99.1 Press Release of Samaritan Pharmaceuticals dated as of February 2, 2007.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 2, 2007
By: /s/Eugene J. Boyle
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Eugene J. Boyle
Chief Financial Officer