form8knasdaq010208.htm
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): December 26,
2007
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Georgia
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0-31261
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58-2108232
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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8995
Westside Parkway
Alpharetta,
GA 30004
(Address
of principal executive offices)
Registrant's
telephone number, including area code (678)
336-2500
_________________
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):
o 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))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
January 2,
2008, AtheroGenics, Inc. reported that it received a NASDAQ Staff Deficiency
Letter on December 26, 2007 indicating that the Company fails to comply with
the
Minimum Bid Price requirement for continued listing set forth in Marketplace
Rule 4450(b)(4). The Company will be provided 180 calendar days to
regain compliance with this rule. If at any time before the end of
the 180 calendar day compliance period, the Company’s common stock closes at
$1.00 or more for a minimum of 10 consecutive business days, NASDAQ will provide
written notification that the Company is in compliance with the Minimum Bid
Price requirement. Should the Company not regain compliance by such
date, it will file an appeal with the NASDAQ Listing Qualifications
Panel. The Company’s request for a hearing will stay the delisting of
the Company’s common stock, and, as a result, the Company’s securities will
continue to be listed on the NASDAQ Global Market under the symbol AGIX until
the panel issues its decision following the hearing.
Additionally,
on January 2, 2008, the
Company received a Staff Determination Letter from the NASDAQ Listing
Qualification Department indicating that the Company has not regained compliance
with the continued listing requirements of The NASDAQ Global market because
the
market value of the Company’s listed securities has fallen below $50 million for
ten consecutive business days (pursuant to Rule 4450(b)(1)(A) of the Nasdaq
Marketplace Rules) and that its securities are, therefore, subject to delisting
from the NASDAQ Global Market.
Pursuant
to NASDAQ rules, the Company will request a hearing before a NASDAQ Listing
Qualifications Panel. At the hearing, the Company will request
continued listing pending completion of its plan to demonstrate
compliance. The Company expects to meet the listing standard when it
issues its 2007 financial statements, which are expected to have total assets
and total revenue in excess of $50 million for the 2007 fiscal
year. The Company’s request for a hearing will stay the delisting of
the Company’s common stock, and, as a result, the Company’s securities will
continue to be listed on the NASDAQ Global Market under the symbol AGIX until
the panel issues its decision following the hearing.
Copies
of
the two press releases noted above, each dated January 2, 2008, are attached
hereto as Exhibit 99.1 and 99.2 and are incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is filed as part of this current report on Form
8-K.
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Exhibit
No.
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Description
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99.1
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—
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Press
Release dated January 2, 2008
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99.2
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—
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Press
Release dated January 2, 2008
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Disclosure
Regarding Forward-Looking Statements
Statements
contained in this 8-K that relate to events or developments that we expect
or
anticipate will occur in the future are deemed to be forward-looking statements,
and can be identified by words such as "believes," "intends," "expects" and
similar expressions. AtheroGenics cautions investors not to place undue reliance
on the forward-looking statements contained in this Form
8-K. Examples of forward-looking statements in this Form 8-K include
our expectation that we will have total assets and total revenue in excess
of
$50 million for the 2007 fiscal year and will satisfy standards for continued
listing on the NASDAQ Global Market. These and other such statements are subject
to certain factors, risks and uncertainties that may cause actual results,
events and performances to differ materially from those referred to in such
statements. These risks include: (i) our projected total assets and
total revenues for 2007 are subject to the completion of 2007, closing our
books
and finalizing the audit of our financial results; (ii) if our common stock
is
no longer traded on NASDAQ, the holders of our convertible notes have the right
to require us to immediately repay amounts outstanding under such notes; and
(iii) there can be no assurance that the NASDAQ Qualifications Listing Panel
will, following the hearing, either (1) grant the Company’s request for
continued listing or (2) to the extent our 2007 annual report on form 10-K
has
not been filed prior to the date of such hearing, allow us additional time
to
file such annual report to demonstrate that we will have total assets and total
revenue in excess of $50 million for the 2007 fiscal year. These and
other risks are discussed in AtheroGenics' Securities and Exchange Commission
filings, including, but not limited to, the risks discussed in AtheroGenics'
Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which
are specifically incorporated by reference into this Form 8-K. We undertake
no
obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise.
____________________
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.
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ATHEROGENICS,
INC.
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Date: January
2, 2008
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/s/MARK
P. COLONNESE
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Mark
P. Colonnese
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Executive
Vice President, Commercial Operations
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and
Chief Financial Officer
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____________________
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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—
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Press
Release dated January 2, 2008
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99.2
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—
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Press
Release dated January 2, 2008
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