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

Date of Report (Date of earliest event reported):

May 24, 2004

AUTOIMMUNE INC.

(Exact Name of Registrant as specified in its charter)

DELAWARE	0-20948	13-348-9062
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1199 Madia Street, Pasadena, CA	91103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (626) 792-1235

Not Applicable

(Registrant’s name or former address, if change since last report)

Item 5. Other Events.

On May 24, 2004, AutoImmune Inc. (the “Company”) received notice from The Nasdaq Stock Market that the Company’s common stock was delisted from The Nasdaq SmallCap Market as of the opening of business on May 26, 2004. The Company had appealed the Nasdaq Staff’s determination to delist the Company’s shares and a hearing before a Nasdaq Listing Qualifications Panel was held on April 1, 2004. Following the hearing, the panel determined that the Company’s common stock should be delisted. The Company does not intend to appeal the panel’s decision. The Company issued a press release on May 25, 2004 announcing its delisting, a copy of which is attached as Exhibit 99.1.

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 26, 2004	AUTOIMMUNE INC.
	By:	/s/ Heather A. Ellerkamp
	Name: Title:	Heather A. Ellerkamp Director of Finance and Treasurer

EX-99.1

Exhibit 99.1

[AUTOIMMUNE LOGO APPEARS HERE]

AutoImmune Inc.

1199 Madia Street

Pasadena, CA 91103

Phone: 626-792-1235

Fax: 626-792-1236

Contact:

Robert C. Bishop, Ph.D.

Chairman and Chief Executive Officer

AutoImmune Inc.

626-792-1235

website: http://www.autoimmuneinc.com

FOR IMMEDIATE RELEASE

AUTOIMMUNE INC. TO BE DELISTED BY NASDAQ

Pasadena, California, May 25, 2004—AutoImmune Inc. (Nasdaq: AIMM) today announced that its securities will be delisted from The Nasdaq SmallCap Market as of the open of business on Wednesday, May 26, 2004.

The Company previously announced it received a letter from the Nasdaq Listing Qualifications Staff notifying the company that based upon the Staff’s review of the Company and under the broad discretionary authority granted by Nasdaq Marketplace Rules 4300 and 4330(a)(3), the Company’s securities would be delisted on March 4, 2004. At the Company’s request, a hearing was held on April 1, 2004 before a Nasdaq Listing Qualifications Panel to appeal that decision. On May 24, 2004, the Company received notice from Nasdaq that the Listing Qualifications Panel rejected the Company’s appeal and determined to delist the Company’s securities from the Nasdaq SmallCap Market effective Wednesday, May 26, 2004.

Robert C. Bishop, Ph.D., Chairman and Chief Executive Officer stated, “AutoImmune is disappointed with this decision as it is fully compliant with all of the stated requirements for listing.”

AutoImmune is a biopharmaceutical company involved in the development of a new class of mucosally administered therapies for the treatment of autoimmune and cell-mediated inflammatory diseases and conditions.

This release contains forward-looking statements which involve risks and uncertainties. The Company’s actual results may differ significantly from results discussed in the forward-looking statements due to a number of important factors, including, but not limited to the uncertainties of clinical trial results, the Company’s dependence on third parties for licensing revenue, and the risks of technological change and competition. These factors are more fully discussed in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission in the section “Business-Factors to be Considered.” The discussion in the Annual Report on Form 10-K is hereby referenced into this release.