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

January 10, 2006

Date of Report (Date of earliest

event reported)

NeoRx Corporation

(Exact Name of Registrant as Specified in Charter)

Washington	0-16614	91-1261311
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
Of Incorporation)		Identification No.)

300 Elliot Avenue West, Suite 500, Seattle, Washington 98119
(Address of principal executive offices)	(Zip Code)

(206) 281-7001

(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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 – Securities and Trading Markets

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 10, 2006, NeoRx Corporation received a notice from the Nasdaq Stock Market indicating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(8)(D) (the “Minimum Bid Price Rule”) because the closing bid price per share for its common stock has been below $1.00 per share for 30 consecutive trading days.  In accordance with Nasdaq Marketplace Rules, the Company will be provided 180 calendar days, or until July 10, 2006, to regain compliance with the Minimum Bid Price Rule.  This notification has no affect on the listing of the Company’s common stock at this time.

To regain compliance with the Minimum Bid Price Rule, the closing bid price of the Company’s common stock must remain at $1.00 per share or more for a minimum of ten consecutive trading days.  If the Company does not regain compliance with the Minimum Bid Price Rule by July 10, 2006, Nasdaq will determine whether the Company meets The Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement.  If the Company meets the initial listing criteria, Nasdaq will notify the Company that it has been granted an additional 180 calendar day compliance period.  If the Company is not eligible for an additional compliance period, Nasdaq will provide the Company written notification that its common stock will be delisted.  At that time, the Company may appeal Nasdaq’s determination to delist the Company’s common stock to a Listings Qualifications Panel.  The Company’s management and Board of Directors are considering alternatives to address this issue.

Section 9 – Financial Statements and Exhibits

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 - Press Release dated January 11, 2006

1

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.

	NeoRx Corporation
Dated: January 12, 2006	By:	/s/ Susan D. Berland
		Susan D. Berland
		Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 11, 2006

3

EX-99.1

Exhibit 99.1

 

NeoRx Receives Notice from Nasdaq Regarding Minimum Bid Price Rule

SEATTLE (January 11, 2006) – NeoRx Corporation (NASDAQ:NERX) announced today that it received notice on January 10, 2006 from The Nasdaq Stock Market, Inc. indicating the minimum bid price of the Company’s common stock had fallen below $1.00 for 30 consecutive business days and that the Company therefore is not in compliance with Nasdaq Marketplace Rule 4310(c)(4).

The Company has 180 calendar days, or until July 10, 2006, to regain compliance by having the bid price of its common stock close at $1.00 per share or more for at least 10 consecutive business days.  If compliance is not achieved by this time, Nasdaq will determine if the Company meets the Nasdaq Capital Market initial listing criteria as set forth in Nasdaq Marketplace Rule 4310(c), other than the bid price requirement.  If the Company meets the criteria, it will be granted an additional 180 calendar day compliance period.  If the Company is not eligible for an additional compliance period, or does not regain compliance during any additional compliance period, Nasdaq will provide written notice to the Company that the Company’s common stock will be delisted.  At such time, the Company would be able to appeal the delisting determination to a Nasdaq Listing Qualifications Panel.

About NeoRx

NeoRx is a specialty pharmaceutical company dedicated to the development and commercialization of oncology drugs that impact the lives of individuals afflicted with cancer and metastases.  The Company currently is focusing its development efforts on picoplatin (NX 473), a next-generation platinum therapy that has improved safety features and is designed to overcome mechanisms of platinum-based resistance.  NeoRx also is collaborating with the Scripps Florida Research Institute on the discovery of novel, small-molecule, multi-targeted protein kinase inhibitors for the treatment of cancer.   For more information, visit www.neorx.com.

© 2006 NeoRx Corporation. All Rights Reserved.

For Further Information:

NeoRx Corporation
Julie Rathbun
Corporate Communications
206-286-2517

jrathbun@neorx.com

# # #

1