- Current report filing (8-K)
December 17 2009 - 5:22PM
Edgar (US Regulatory)
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
December
11, 2009
Date of
Report (Date of earliest event reported)
NEUROGEN
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation)
|
0-18311
(Commission
File Number)
|
22-2845714
(I.R.S.
Employer Identification No.)
|
35
Northeast Industrial Road
Branford,
Connecticut 06405
(Address
of principal executive offices) (Zip Code)
(203)
488-8201
(Registrant’s
telephone number, including area code)
None
(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
December 11, 2009, Neurogen Corporation (the “Company”) received written
notification (the “Determination Letter”) from The NASDAQ Stock Market LLC
(“NASDAQ”) indicating that the Company had not regained compliance with NASDAQ
Listing Rule 5450(a)(1) which requires that the bid price of the Company’s
common stock (the “Common Stock”) trade at or above $1.00 per share for
continued listing on the NASDAQ Global Market.
The
Determination Letter has no effect on the listing of the Common Stock at this
time. Neurogen has filed for a hearing to appeal the staff’s determination with
a NASDAQ Hearings Panel which, under that NASDAQ’s Rule 5800 Series, will stay a
potential delisting of the Company’s common stock and enable the Company’s
common stock to continue trading on the NASDAQ through the appeal
process. The Hearing Panel has set a hearing date of January 13, 2010
to consider Neurogen’s appeal. Neurogen expects its common stock to
continue trading on the NASDAQ through the expected closing of its previously
announced pending merger into Ligand Pharmaceuticals, Inc. (“Ligand”) by the end
of the year.
If the
Company does not close its pending merger into Ligand prior to its hearing with
the NASDAQ’s Hearings Panel and the Hearings Panel rejects the Company’s plan to
regain compliance with the NASDAQ’s listing standards, the Company’s common
stock may be de-listed and no longer trade on the NASDAQ.
As
previously reported, Neurogen was initially notified by NASDAQ on August 26,
2008, that the bid price of its common stock had closed at less than $1.00 per
share over the preceding 30 consecutive trading days. NASDAQ
suspended enforcement of the bid price requirement for all NASDAQ companies from
October 16, 2008 through July 31, 2009 and upon reinstatement of the rules, the
Company’s period for regaining compliance ran through December 10,
2009.
As required by NASDAQ Marketplace Rule
5810(b), the Company has issued a press release as of December 17, 2009
reporting the receipt of the Determination Letter and the NASDAQ rules upon
which it is based. A copy of the press release is attached hereto as Exhibit
99.1 and the information contained therein is incorporated herein by
reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
99.1
|
Press
Release, dated December 17, 2009.
|
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.
|
NEUROGEN
CORPORATION
|
|
(Registrant)
|
|
|
|
By: /s/
Thomas A. Pitler
|
|
Name:
Thomas A. Pitler
|
Date:
December 17, 2009
|
Title:
Senior Vice President and Chief Business and Financial
Officer
|
EXHIBIT
INDEX
99.1
|
Press
Release, dated December 17, 2009.
|
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