-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPGLp5qIJN9DasXwozhJ7jhrp0oO6OsIHKAVfw53dG7lSFvFUZNhoa/XmooWDCP4 Lr7jMp+pu+qRHdh/c+9Xxg== 0001157523-08-009594.txt : 20081126 0001157523-08-009594.hdr.sgml : 20081126 20081126163040 ACCESSION NUMBER: 0001157523-08-009594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081120 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081126 DATE AS OF CHANGE: 20081126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 081218411 BUSINESS ADDRESS: STREET 1: 162 FIFTH AVENUE SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 162 FIFTH AVENUE SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 a5840410.htm ANTIGENICS INC. 8-K

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

November 20, 2008
Date of Report (Date of earliest event reported)

 

ANTIGENICS INC.

(Exact name of registrant as specified in its charter)


 

DELAWARE

000-29089

06-1562417

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Forbes Road

Lexington, MA

02421

(Address of principal executive offices)

(Zip Code)


781-674-4400
(Registrant’s telephone number, including area code)




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 November 26, 2008, Antigenics Inc. issued a press release announcing that the company received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC (the “Staff”) indicating that the company is not in compliance with the $50,000,000 minimum market value of listed securities requirement set forth in NASDAQ Marketplace Rule 4450(b)(1)(A). Furthermore, the company does not comply with NASDAQ Marketplace Rule 4450(b)(1)(B), which is an alternative to Rule 4450(b)(1)(A), and requires $50,000,000 of total assets and $50,000,000 of total revenue for either the most recently completed fiscal year or two of the last three completed fiscal years. The company received this letter on November 20, 2008.  There is no change in the trading of company common stock on the NASDAQ Global Market at this time.  

The full text of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this current report on Form 8-K.


Item 9.01     Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

 99.1     Press Release dated November 26, 2008


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.

 

ANTIGENICS INC.

 
Date: November 26, 2008 By:

/s/ Garo H. Armen

 

Garo H. Armen

Chief Executive Officer

EX-99.1 2 a5840410-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Antigenics Receives NASDAQ Delisting Notification

NEW YORK--(BUSINESS WIRE)--November 26, 2008--Antigenics Inc. (NASDAQ: AGEN) announced that the company received a letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC (the “Staff”) indicating that the company is not in compliance with the $50 million minimum market value of listed securities requirement set forth in NASDAQ Marketplace Rule 4450(b)(1)(A). Furthermore, the company does not comply with NASDAQ Marketplace Rule 4450(b)(1)(B), which is an alternative to Rule 4450(b)(1)(A) and requires $50 million of total assets and $50 million of total revenue for either the most recently completed fiscal year or two of the last three completed fiscal years.

There is no change in the trading of company common stock on the NASDAQ Global Market at this time, and the company has been provided 30 calendar days, or until December 22, 2008, to regain compliance with NASDAQ Marketplace Rule 4450(b)(1)(A). The Staff advised the company that such compliance can be achieved if, at any time before December 22, 2008, the market value of the listed securities of the company’s common stock is $50 million or more for a minimum of 10 consecutive business days.

If the company does not regain compliance by December 22, 2008, the Staff will notify the company that its securities will be delisted from the NASDAQ Global Market. However, the company may appeal the Staff’s determination to delist its securities to a Listing Qualifications Panel. During any appeal process, shares of the company’s common stock would continue to trade on the NASDAQ Global Market. Alternatively, in the event that the company does not believe that it will be able to regain compliance with NASDAQ Marketplace Rule 4450(b)(1)(A), the company intends to apply to transfer its securities to the NASDAQ Capital Market.

About Antigenics

Antigenics is a biotechnology company working to develop treatments for cancers and infectious diseases. For more information, please visit www.antigenics.com.

Forward-Looking Statements

This news release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements with regard to: (i) the company’s election to appeal any NASDAQ decision regarding the listing, (ii) the outcome of any such appeal by the company and (iii) the company’s possible future application for transfer of its NASDAQ listing to the NASDAQ Capital Market. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risks include, but are not limited to events or developments affecting the company’s stockholders’ equity, market performance, total assets or total revenues and NASDAQ’s ability to exercise its discretion with respect to decisions regarding the company’s listing. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statements are described under the heading “Risk Factors” in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as amended, and in other filings that we may make with the Securities and Exchange Commission from time to time. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. The company’s business is subject to substantial risks and uncertainties, including those identified above. When evaluating the company’s business and securities, investors should give careful consideration to these risks and uncertainties.

CONTACT:
Antigenics Inc.
Media:
Sunny Uberoi, 212-994-8206 or 917-443-3325
or
Investors:
Robert Anstey, 800-962-2436

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