-----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, S3J73BKUvCTQcjzNRjKVIn6BA0XBFHqSuva3fc2NyTb6YnrQEnirHwVOmXMRcUO1 6l8+KgQRQwOWEm15ZYaVDQ== 0000812796-04-000042.txt : 20041206 0000812796-04-000042.hdr.sgml : 20041206 20041206170122 ACCESSION NUMBER: 0000812796-04-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20041206 DATE AS OF CHANGE: 20041206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOR BIOPHARMA INC CENTRAL INDEX KEY: 0000812796 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411505029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16929 FILM NUMBER: 041186737 BUSINESS ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 305-534-3383 MAIL ADDRESS: STREET 1: 1691 MICHIGAN AVE. STREET 2: SUITE 435 CITY: MIAMI STATE: FL ZIP: 33139 FORMER COMPANY: FORMER CONFORMED NAME: ENDOREX CORP DATE OF NAME CHANGE: 19960916 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTHERAPEUTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 amex.htm AMEX COMPLIANCE LETTER amex compliance letter

 
 
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):    November 30, 2004    


DOR BioPharma, Inc.
(Exact Name of Registrant as Specified in Charter)


 Delaware
  1-14778
 41-1505029
 (State or Other Jurisdiction of Incorporation)
 (Commission File Number)
  (IRS Employer Identification No.)
 
 Lincoln Building, 1691 Michigan Avenue Miami, FL 33139       
                                  (Address of Principal Executive Offices) &nb sp;(Zip Code)


Registrant’s telephone number, including area code (305) 534-3383
 
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 30, 2004, DOR BioPharma, Inc. (the “Company”) received notice from the American Stock Exchange (“AMEX”) that after review of the Company’s Form 10-Q for the quarterly period ended September 30, 2004; the Company does not currently meet an AMEX continued listing standard. Specifically, the notice provides that the Company is not in compliance with Section 1003(a)(iii) of the AMEX Company Guide with shareholder’s equity of less than $6 million and losses from continuing operations and/or net losses in its five most recent fiscal years.

The notice requires the Company to submit a plan by December 30, 2004 advising AMEX of the action it has taken, or will take, to bring the Company into compliance with the continued listing standards by May 30, 2005. If the plan is accepted, the Company will remain listed during the plan period of up to six months, during which time it will be subject to periodic review to determine whether it is making progress consistent with the plan. The notice indicates that if the Company is not in compliance with the continued listing standards at the conclusion of the six month plan period, or does not make sufficient progress consistent with the plan during such plan period, the Company may be subject to delisting proceedings. The Company may also be subject to delisting proceedings if the Company does not submit a pla n or if AMEX does not accept the Company’s plan.

The Company intends to submit a plan by no later than December 30, 2004 advising AMEX of the actions it has taken or will take to bring the Company into compliance with AMEX continued listing standards.

A copy of the press release announcing the notice is attached as Exhibit 99 to this report.

 
Item 9.01.  Financial Statements and Exhibits.
 
(c)    Exhibits.

Exhibit No.    Title
 
99       Press release issued by DOR BioPharma, Inc. on December 6, 2004.

  
     
 


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.

                                  DOR BIOPHARMA, INC.
                               By: /s/ Evan Myrianthopoulos        
                          Name: Evan Myrianthopoulos            
                                      Title: President and Acting Chief Executive Officer

 


 
Dated:    December 6, 2004


      


Exhibit Index


Exhibit
Number       Description of Exhibits

99.1          Press Release of Registrant dated December 6, 2004

 EX-99.1 2 pressreleaseamexcompliance.htm DOR AMEX COMPLIANCE PRESS RELEASE DOR AMEX COMPLIANCE PRESS RELEASE

DOR BIOPHARMA, Inc.
1691 Michigan Avenue, Suite 435
Miami, Florida 33139
www.dorbiopharma.com


DOR BIOPHARMA TO SUBMIT COMPLIANCE PLAN TO AMEX

Miami, FL, December 6, 2004 — DOR BioPharma, Inc. (“DOR” or the “Company”) (AMEX: DOR) announced today that it received notice from the American Stock Exchange (“AMEX”) that after review of the Company’s Form 10-Q for the quarterly period ended September 30, 2004, the Company was not in compliance with an AMEX continued listing standard. The notice requires DOR to submit a plan by December 30, 2004, advising AMEX of the action it has taken, or will take, to bring the Company into compliance with the continued listing standards by May 30, 2005.

Specifically, the notice provides that the Company is not in compliance with Section 1003(a)(iii) of the AMEX Company Guide with shareholder’s equity of less than $6 million. On September 30, 2004, DOR had shareholder equity of approximately $4.4 million. DOR has made previous disclosures that it was not in compliance with Section 1003(a)(iii) and that it was subject to a compliance plan review period ending December 26, 2004.

If the compliance plan is accepted by AMEX, the Company has been notified by AMEX that it will remain listed during the plan period of up to six months, during which time it will be subject to periodic review to determine whether it is making progress consistent with the plan. The Company may also be subject to delisting proceedings if the Company does not submit a plan or if AMEX does not accept the Company’s plan. The Company intends to submit the plan by no later than December 30, 2004 in accordance with the AMEX’s request.

About DOR BioPharma, Inc.

 
DOR BioPharma, Inc. is a biopharmaceutical company focused on the development of biodefense vaccines and therapeutics for areas of unmet medical needs. Through its BioDefense Division, DOR is developing bioengineered vaccines designed to protect against the deadly effects of ricin toxin and botulinum toxin for potential U.S. Government procurement and other governments. DOR's lead therapeutic product, orBec® (an oral formulation of beclomethasone dipropionate), is a potent, locally-acting corticosteroid being developed for the treatment of intestinal graft vs. host disease (iGvHD), a severe, life-threatening form of gastrointestinal inflammation. As previously announced:
 
 
1.   DOR completed the treatment phase of its pivotal Phase III clinical trial of orBec® and expects to announce top line results of this trial before the end of the year. If the study results are positive, DOR anticipates filing an NDA for marketing authorization as early as April 2005.
 
 
2.   DOR recently announced that its academic partner, The University of Texas Southwestern Medical Center at Dallas, plans to initiate a Phase I clinical trial of RiVaxTM, its genetically engineered vaccine against ricin toxin. This will be the first time a ricin toxin vaccine will be studied in humans.
 
 
3.   Earlier this year, DOR signed a three-way CRADA with its academic partner, Thomas Jefferson University, and the Department of Defense to continue development of BT-VACCTM, its mucosally delivered botulinum toxin vaccine.
 
 
For further information regarding DOR BioPharma, please visit the Company's website located at http://www.dorbiopharma.com.
 
 
This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect DOR BioPharma's current expectations about its future results, performance, prospects and opportunities. Where possible, DOR BioPharma has tried to identify these forward-looking statements by using words such as "anticipates," "believes", "intends", or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR BioPharma cannot assure you that it will be able to successfully develop or commercialize products based on its technology, particularly in light of the significant uncertainty inher ent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its technologies will prove to be safe and effective, that its cash expenditures will not exceed projected levels, that it will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the U.S. Government or other countries, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, that it will be able to mai ntain its listing on the American Stock Exchange, or that its business strategy will be successful. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR BioPharma's most recent reports on Form 10-QSB and Form 10-KSB. DOR BioPharma assumes no obligation to update or revise any forward-looking statements as a result of new information, future events, and changes in circumstances or for any other reason.
 

Company Contact:                    
Evan Myrianthopoulos
President and Acting CEO
(305) 534-3383                    
www.dorbiopharma.com

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