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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 6, 2007
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-15006 13-3191702
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(781) 433-0771
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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))
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Item 3.01-Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On July 6, 2007, AVANT Immunotherapeutics, Inc. (the "Company") received a
letter from the Listing Qualifications Department of The NASDAQ Stock Market
indicating that the Company is not in compliance with NASDAQ Marketplace Rule
4450(a)(5) (the "Minimum Bid Price Rule") because the closing bid price per
share for the Company's common stock has been below $1.00 per share for 30
consecutive business days. This notification has no effect on the listing of the
Company's common stock at this time. The Company will have 180 calendar days, or
until January 2, 2008, to regain compliance in accordance with Marketplace Rule
4450(e)(2). The Company will seek to regain compliance within the 180-day cure
period and is considering alternatives to address compliance with the continued
listing standards of The NASDAQ Stock Market.
To regain compliance with the Minimum Bid Price Rule, the closing bid
price of the Company's common stock must remain at $1.00 per share or more for a
minimum of ten consecutive business days. If the Company does not regain
compliance with The Minimum Bid Price Rule by January 2, 2008, NASDAQ will
provide the Company with written notification that its common stock will be
delisted. At that time the Company would be permitted to appeal NASDAQ's
determination to delist the Company's common stock to a NASDAQ Listings
Qualifications Panel. Alternatively, the Company can apply to list its common
stock on the Nasdaq Capital Market and NASDAQ will determine whether the Company
meets the Nasdaq Capital Market initial listing criteria as set forth in
Marketplace rule 4310(c), except for the bid price requirement. If the Company
meets the initial listing criteria, NASDAQ will notify the Company that it has
been granted an additional 180 calendar days to come into compliance with the
Minimum Bid Rule while on the Nasdaq Capital Market.
On July 10, 2007 the Company issued a press release announcing its receipt
of the notification letter. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated July 10, 2007
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, thereunto duly authorized.
AVANT IMMUNOTHERAPEUTICS, INC.
Dated: July 10, 2007 By: /s/ Avery W. Catlin
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Avery W. Catlin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following designated exhibit is furnished herewith:
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated July 10, 2007