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): May 10, 2012
BIODEL INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-33451
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Delaware |
| 90-0136863 |
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100 Saw Mill Road Danbury, Connecticut (Address of principal executive offices) |
| 06810 (Zip code) |
(203) 796-5000 |
(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:
[ ] | 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 May 9, 2012, Biodel Inc. (the “Company”) received notification from the NASDAQ Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) providing notice that the Company’s application to list its common stock on The NASDAQ Capital Market has been approved, and that the Company’s securities will be transferred from The NASDAQ Global Market to The NASDAQ Capital Market at the opening of the business on May 11, 2012. The Company’s common stock will continue to trade under the symbol “BIOD.”
As previously reported, the NASDAQ Listing Qualifications Department notified the Company on November 8, 2011 that the bid price of the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion under NASDAQ Listing Rule 5450(a)(1). The Company, in accordance with NASDAQ Listing Rule 5810(c)(3)(A), was provided 180 calendar days, or until May 7, 2012, to regain compliance, but was unable to do so in the time period provided. On May 4, 2012, the Company submitted an application to transfer its securities to The NASDAQ Capital Market. In accepting the Company's application, NASDAQ determined that, upon transfer to The NASDAQ Capital Market, the Company is eligible for an additional 180 calendar day period, or until November 5, 2012, to meet the minimum $1.00 bid price per share requirement for that market. If at any time during this additional time period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, the Company will be in compliance with the minimum bid price listing requirement and the matter will be closed.
In connection with its application to list its common stock on The NASDAQ Capital Market, the Company provided NASDAQ with written notice of its intention to meet the minimum $1.00 bid price per share requirement by affecting a reverse stock split, if necessary, prior to the expiration of the additional 180 calendar day period. At the Company's annual meeting of stockholders on March 8, 2012, the Company's stockholders authorized the Board of Directors to effect either a one-for-two or a one-for-four reverse stock split at the sole discretion of the Board of Directors without further approval or authorization by stockholders.
A copy of the press release announcing the notification from NASDAQ is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press release issued by the Company on May 10, 2012.
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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.
Date: May 10, 2012 BIODEL INC.
By: /s/ Paul S. Bavier
Paul S. Bavier, General Counsel
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Company on May 10, 2012. |
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Exhibit 99.1
Biodel Announces Listing Transfer from NASDAQ Global Market to NASDAQ Capital Market
DANBURY, Conn., May 10, 2012 -- Biodel Inc. (Nasdaq: BIOD) today announced that NASDAQ has approved the Company's request to voluntarily transfer the listing of its shares of common stock from The NASDAQ Global Market to The NASDAQ Capital Market. The transfer will be effective at the opening of business on May 11, 2012 and the Company’s common stock will continue to trade under the symbol “BIOD.”
As previously reported on November 9, 2011, NASDAQ notified the Company that its listed security no longer met the minimum $1.00 bid price per share requirement, and subsequently the Company was unable to regain compliance within the 180 day period provided. NASDAQ has determined, however, that upon transfer to The NASDAQ Capital Market, the Company is eligible for an additional 180 calendar day period, or until November 5, 2012, to meet the minimum $1.00 bid price per share requirement. If at any time during this additional time period the closing bid price of the Company’s security is at least $1.00 per share for a minimum of 10 consecutive business days, the Company will be in compliance with the requirement and the matter will be closed. If needed to meet the minimum $1.00 bid price per share requirement, the Company’s board of directors intends to exercise the authority granted to it by stockholders to implement either a one-for-two or one-for-four reverse stock split.
The NASDAQ Capital Market is one of the three markets for NASDAQ-listed stock and operates in the same manner as The NASDAQ Global Market. Companies listed on The NASDAQ Capital Market must meet certain financial requirements and adhere to NASDAQ’s corporate governance standards.
About Biodel Inc.
Biodel Inc. is a specialty biopharmaceutical company focused on the development and commercialization of innovative treatments for diabetes that may be safer, more effective and more convenient for patients. We develop our product candidates by applying our proprietary formulation technologies to existing drugs in order to improve their therapeutic profiles. For further information regarding Biodel, please visit the company's website at www.biodel.com.
Safe-Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements about future activities related to the clinical development plans for the company's drug candidates, including the potential timing, design and outcomes of clinical trials; and the company's ability to develop and commercialize product candidates. Forward-looking statements represent our management's judgment regarding future events. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, future clinical trial results, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The company's forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance or achievements to differ materially from those described or implied in the forward-looking statements, including, but not limited to, the success of our product candidates, particularly our proprietary formulations of injectable insulin that are designed to be absorbed more rapidly than the "rapid-acting" mealtime insulin analogs presently used to treat patients with Type 1 and Type 2 diabetes; our ability advance a proprietary insulin formulation into a Phase 2 clinical trial in a timely manner; our ability to conduct pivotal clinical trials, other tests or analyses required by the U.S. Food and Drug Administration, or FDA, to secure approval to commercialize a proprietary formulation of injectable insulin; our ability to secure approval from the FDA for our product candidates under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act; the progress, timing or success of our research, development and clinical programs, including any resulting data analyses; our ability to develop and commercialize a proprietary formulation of injectable insulin that may be associated with less injection site discomfort than Linjeta™ (formerly referred to as VIAject®), which is the subject of a complete response letter we received from the FDA; our ability to enter into collaboration arrangements for the commercialization of our product candidates and the success or failure of any such collaborations into which we enter, or our ability to commercialize our product candidates ourselves; our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; the degree of clinical utility of our product candidates; the ability of our major suppliers to produce our products in our final dosage form; our commercialization, marketing and manufacturing capabilities and strategies; our ability to accurately estimate anticipated operating losses, future revenues, capital requirements and our needs for additional financing; and other factors identified in our most recent report on Form 10-Q for the quarter ended December 31, 2012. The company disclaims any obligation to update any forward-looking statements as a result of events occurring after the date of this press release.
BIOD-G
Contact: Seth D. Lewis, +1-646-378-2952
SOURCE Biodel Inc.
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