Form 8-K Current Report SIGA Technologies
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 30, 2005
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-23047
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13-3864870
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
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(I.R.S.
employer
identification
no.)
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420
Lexington Avenue,
Suite
408
New
York, New York
(Address
of principal executive offices)
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10170
(Zip
code)
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Registrant’s
telephone number, including area code: (212) 672-9100
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):
____________________________________________________________________________________________________________________________
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
As
previously disclosed in a November 4, 2005 Form 8-K, SIGA Technologies, Inc.,
a
Delaware corporation (“SIGA”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”), dated November 2, 2005, with Iroquois Master
Fund Ltd., Cranshire Capital, L.P., Omicron Master Trust, and Smithfield
Fiduciary LLC (such investors, collectively, the “Investors”), for the issuance
and sale of 2,000,000 shares of SIGA’s common stock at $1.00 per share for
aggregate consideration of $2,000,000 and certain warrants (the “Warrants”). The
investors were also entitled to purchase additional shares of SIGA’s common
stock (the “Additional Investment Right”) for a gross amount of up to $2,000,000
at an initial price of $1.10 per share for a period of 90 trading days following
the effectiveness of a registration statement.
On
December 9, 2005, SIGA was verbally notified by The Nasdaq Stock Market that
it
was in violation of the shareholder approval rules set forth Marketplace Rule
4350(i)(1)(D)(ii) (the “Rule”) because the share issuance cap found in the
Warrant and Additional Investment Right agreements was not in compliance with
IM-4350-2, which requires a share issuance cap to apply for the life of the
transaction unless shareholder approval is obtained.
Subsequently,
on December 13, 2005, SIGA provided The Nasdaq Stock Market with copies of
signed amended and restated Warrant and Additional Investment Right agreements,
which evidence a share issuance cap which complied with IM-4350-2.
As
a
result, on December 30, 2005, SIGA received a letter from The Nasdaq Stock
Market informing it that The Nasdaq Stock Market had determined, based on the
above described actions that SIGA had regained compliance with the Rule and
that
the matter was now closed.
On
January 5, 2006, SIGA issued a press release relating to the above described
matter. A copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release, dated January 5, 2006.
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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.
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| Date: January
5, 2006 |
By: |
/s/ Thomas
N.
Konatich |
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Thomas
N. Konatich |
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Title:
Chief Financial Officer |
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