8-K 1 delisting.txt 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): July 22, 2005 CORTECH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-20726 84-0894091 (Commission File No.) (IRS Employer Identification No.) 376 Main Street P.O. Box 74 Bedminster, New Jersey 07921 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (908) 234-1881 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 July 22, 2005, Cortech, Inc. (the "Company") received a notice from the staff of the Nasdaq Stock Market, Listing Qualifications Department, informing the Company that the staff had determined to delist the Company's common stock from The Nasdaq SmallCap Market, effective as of August 2, 2005. The Company does not intend to appeal this decision. On July 27, 2005, the Company issued a press release announcing its receipt of the delisting notice. The full text of the press release is attached as Exhibit 99.1 to this Report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired: Not Applicable. (b) Pro Forma Financial Information: Not Applicable. (c) Exhibits: 99.1 Press Release, dated July 28, 2005 - 2 - 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, thereunto duly authorized. CORTECH, INC. Date: July 28, 2005 By: /s/ Sue Ann Merrill ----------------------------------- Name: Sue Ann Merrill Title: Chief Financial Officer - 3 - Exhibit Index ------------- Exhibit No. Description ---------------------------------------------------------------- 99.1 Press Release dated July 28, 2005 - 4 -