form8k_delisting.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): November 5, 2007
CYTOGEN
CORPORATION
________________________________________
(Exact
Name of Registrant as Specified in Charter)
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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650
College Road East, CN 5308, Suite 3100, Princeton,
NJ
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (609) 750-8200
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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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
of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On
November 5, 2007, Cytogen Corporation (the “Company”) received a Staff
Deficiency Letter from The Nasdaq Stock Market (“Nasdaq”) stating that the
Company is not in compliance with the $1.00 minimum bid price requirement for
continued inclusion on the Nasdaq Global Market pursuant to Marketplace Rule
4450(a)(5). This letter is standard when a Nasdaq listed company’s
bid price closes below the minimum $1.00 per share requirement for 30
consecutive days. The closing price of the Company’s common stock has
been below $1.00 per share since September 24, 2007.
The
Nasdaq notification has no effect on the listing of the Company’s’s common stock
at this time and the Company will continue to trade on the Nasdaq Global Market
under the symbol CYTO. The letter states that the Company has
180 calendar days, or until May 5, 2008, to regain compliance with the minimum
bid price requirement of $1.00 per share. The Company can
achieve compliance, if at any time before May 5, 2008, Cytogen’s common stock
closes at $1.00 per share or more for at least 10 consecutive business
days.
If
compliance with Nasdaq’s Marketplace Rules is not achieved by May 5, 2008,
Nasdaq will provide notice that the Company’s common stock will be delisted from
the Nasdaq Global Market. In the event of such notification, the
Company would have an opportunity to appeal Nasdaq’s determination or to apply
to transfer its common stock to the Nasdaq Capital Market. If the
Company’s appeal for continued listing on the Nasdaq Global Market is not
granted and the Company is not permitted to transfer to the Nasdaq Capital
Market, the common stock may trade on the National Association of Securities
Dealers’ OTC Bulletin Board.
There
can
be no assurance that the Company will be able to maintain the listing of its
Common Stock on the Nasdaq Global Market. Delisting from Nasdaq
Global Market would make trading the Company’s common stock more difficult for
investors, potentially leading to further declines in the Company’s share
price. It would also make it more difficult for the Company to raise
additional capital. Further, if the Company is delisted, the Company
would also incur additional costs under state blue sky laws in connection with
any sales of its securities. These requirements could severely limit
the market liquidity of the Company’s common stock and the ability of the
Company’s stockholders to sell Cytogen common stock in the secondary
market.
A
copy of
the Company’s press release announcing the Company’s receipt of the notification
from Nasdaq is attached hereto as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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99.1
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Press
Release of Cytogen Corporation dated November 5,
2007
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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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CYTOGEN
CORPORATION
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By:
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Michael
D. Becker
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President
and Chief Executive Officer
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Dated: November
5, 2007
EXHIBIT
INDEX
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99.1
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Press
Release of Cytogen Corporation dated November 5,
2007
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