8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 26, 2008 (September 23, 2008)

CuraGen Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-23223	06-1331400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

322 East Main Street, Branford, Connecticut	06405
(Address of Principal Executive Offices)	(Zip Code)

(203) 481-1104

(Registrant’s telephone number, including area code)

Not applicable

(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):

¨ 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 September 23, 2008, CuraGen Corporation (the “Company”) received written notification (the “Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) advising the Company that the closing bid price of the Company’s common stock (the “Common Stock”) for the previous 30 consecutive trading days had closed below the minimum $1.00 per share (the “Minimum Price Requirement”) required for continued listing on the NASDAQ Global Market pursuant to NASDAQ Marketplace Rule 4450(a)(5) (the “Rule”). The Notice has no effect on the listing of the Common Stock at this time. Pursuant to NASDAQ Marketplace Rule 4450(e)(2), the Company has been provided an initial period of 180 calendar days, or until March 23, 2009, to regain compliance with the Minimum Price Requirement. The Notice further provides that the NASDAQ staff (the “Staff”) will provide written notification stating that the Company has achieved compliance with the Rule if at any time before March 23, 2009, the bid price of the Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, although, under certain circumstances, the Staff has the discretion to require compliance for a period in excess of 10 consecutive business days, but generally such extended period does not exceed 20 consecutive business days.

If the Company does not regain compliance with the Rule by March 23, 2009, NASDAQ will provide notice to the Company that the Common Stock will be delisted from the NASDAQ Global Market. If the Company receives such a letter, the Company will have an opportunity to appeal the determination to a NASDAQ Listing Qualification Panel or to apply to transfer the Common Stock to the NASDAQ Capital Market if the Company satisfies all criteria for initial inclusion on such market, other than compliance with the Minimum Price Requirement. If the Company’s application to the NASDAQ Capital Market is approved, then the Company will have an additional 180 day compliance period in order to regain compliance with the Rule while listed on the NASDAQ Capital Market. If the Company does not regain compliance with the Rule by the end of such additional compliance period, the Staff will again provide written notice that the Common Stock will be delisted; the Company may appeal the Staff’s determination to a NASDAQ Listing Qualification Panel at such time.

As required by NASDAQ Marketplace Rule 4803(a), the Company has issued a press release as of September 26, 2008 reporting the receipt of the Notice 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.

Exhibit No.	Description
99.1	Press Release issued by CuraGen Corporation on September 26, 2008.

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.

	CURAGEN CORPORATION
Date: September 26, 2008	By:	/s/ Sean A. Cassidy
		Sean A. Cassidy
		Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

Contact:

Sean Cassidy

Chief Financial Officer

scassidy@curagen.com

(888) 436-6642

FOR IMMEDIATE RELEASE

CuraGen Corporation Receives Notification from NASDAQ

BRANFORD, Conn. – September 26, 2008 – CuraGen Corporation (Nasdaq: CRGN), a clinical-stage biopharmaceutical company focused on oncology, today announced that it received a letter, dated September 23, 2008, from The NASDAQ Stock Market, notifying CuraGen that during the preceding 30 consecutive trading days, the closing bid price of CuraGen’s common stock has been below the $1.00 minimum bid per share required for continued listing on the NASDAQ Global Market under NASDAQ Marketplace Rule 4450(a)(5). This letter has no immediate effect on the listing of CuraGen’s common stock.

The letter stated that, in accordance with NASDAQ Marketplace Rule 4450(e)(2), CuraGen will be provided 180 calendar days, or until March 23, 2009, to regain compliance with the minimum bid price requirement set forth in NASDAQ Marketplace Rule 4450(a)(5) by maintaining a closing bid price of $1.00 per share or higher for a minimum of 10 consecutive trading days. If CuraGen is unsuccessful in meeting the minimum bid requirement during this initial 180-day period, NASDAQ will provide notice to CuraGen that CuraGen’s common stock will be delisted from the NASDAQ Global Market. If CuraGen receives such a notice, it may apply to transfer its common stock to the NASDAQ Capital Market if CuraGen satisfies all criteria for initial listing on the NASDAQ Capital Market, other than compliance with the minimum bid price requirement. If such application to the NASDAQ Capital Market is approved, then CuraGen will have an additional 180-day compliance period in order to regain compliance with the minimum bid price requirement while listed on the NASDAQ Capital Market.

CuraGen is considering alternatives to regain compliance with the continued listing requirements of the NASDAQ Global Market within the initial 180-day period.

About CuraGen

CuraGen Corporation (Nasdaq: CRGN) is a dedicated clinical-stage biopharmaceutical company developing diverse approaches for the treatment of cancer. CuraGen Corporation is headquartered in Branford, Connecticut. For additional information please visit http://www.curagen.com.

Safe Harbor

Statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,”

“should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including the risk that CuraGen’s efforts to regain and maintain compliance with the listing standards of the NASDAQ Global Market will not be successful and that CuraGen’s drug development program for CR011-vcMMAE will not proceed as planned for technical, scientific, regulatory or commercial reasons or due to patient enrollment issues or based on new information from nonclinical or clinical studies or from other sources as well as risks related to the success of competing products and technologies, CuraGen’s stage of development as a biopharmaceutical company, government regulation and healthcare reform, technological uncertainty and product development risks, product liability exposure, uncertainty of additional funding, CuraGen’s history of incurring losses and the uncertainty of achieving profitability, reliance on research collaborations and strategic alliances, competition, patent infringement claims against CuraGen’s products, processes and technologies, CuraGen’s ability to protect its patents and proprietary rights and uncertainties relating to commercialization rights, as well as those risks, uncertainties and factors referred to under the section entitled “Risk Factors” in CuraGen’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the Securities and Exchange Commission, as well as other documents that may be filed by CuraGen from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, CuraGen’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. CuraGen is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CRGN-F

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