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): September 14, 2010

HARBOR BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34584	13-3697002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4435 Eastgate Mall, Suite 400 San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 587-9333

(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 (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. Entry into a Material Definitive Agreement.

As previously reported, on September 15, 2009, Nasdaq notified Harbor BioSciences, Inc. (“the Company”) that the bid price of its common stock on The Nasdaq Global Market had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5450(a)(1) (the “Rule”). Therefore, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until March 15, 2010, to regain compliance with the Rule.

On March 18, 2010, the Company transferred to The Nasdaq Capital Market (the “Capital Market”) and as set forth in Nasdaq Listing Rule 5810(c)(3)(A)(i), it was afforded the remainder of this market’s second 180 calendar day compliance period, or until September 13, 2010, to regain compliance with the minimum $1.00 bid price per share requirement.

The Company received notice from Nasdaq on September 14, 2010 that it had not regained compliance with the Rule and, accordingly, its securities will be delisted from the Capital Market on September 23, 2010. The Company has the right to request an appeal of Nasdaq’s determination to a Hearings Panel (the “Panel”) in accordance with Nasdaq Listing Rule 5800 Series. The Company does not plan to request an appeal and, therefore, trading in the Company’s common stock on the Capital Market will be suspended at the opening of business on September 23, 2010.

The Company expects its common stock to be quoted on the OTC Bulletin Board following its delisting from the Nasdaq Capital Market, subject to compliance with Rule 15c2-11 under the Securities Exchange Act of 1934, as amended.

The Company issued a press release regarding the foregoing on September 17, 2010, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1         Press Release issued by Harbor Biosciences, Inc. on September 17, 2010

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.

Dated September 17, 2010

HARBOR BIOSCIENCES, INC.
By:	/S/    ROBERT W. WEBER
	Robert W. Weber
Its:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Harbor Biosciences, Inc. on September 17, 2010

EX-99.1

Exhibit 99.1

CONTACT:	Robert Weber
	Chief Financial Officer
	Harbor BioSciences, Inc.
	(858) 587-9333
	rweber@harborbiosciences.com

Harbor BioSciences Receives NASDAQ Notice of Delisting

San Diego, CA – September 17, 2010 – Harbor BioSciences, Inc. (NasdaqCM: HRBR) received notification from NASDAQ that it has not complied with NASDAQ Listing Rule 5550(a)(2) and, unless the Company appeals, trading of the Company’s common stock will be suspended and the Company’s securities will be delisted from the NASDAQ Stock Market.

Harbor BioSciences does not intend to appeal the delisting determination. We anticipate that the Company’s common stock will be suspended and delisted from the NASDAQ Stock Market at the opening of business on September 23, 2010.

The Company is working with Chardan Capital Markets, LLC (“Chardan”), which will serve as the initial market maker for the Company’s shares on the OTC Bulletin Board. Management anticipates that following its NASDAQ delisting, the Company’s shares will be quoted on the OTC Bulletin Board^® (“OTCBB”). Chardan has made an application (a “Form 211”) to register in and quote the security in accordance with SEC Rule 15c2-11. We anticipate approval from the OTCBB prior to the delisting date.

The Company expects that its common stock will continue to trade on the OTCBB so long as market makers demonstrate an interest in trading the common stock. The Company will continue to file periodic reports with the SEC pursuant to the requirements of Section 12(g) of the Securities Exchange Act of 1934, as amended.

About Harbor BioSciences, Inc.

Harbor BioSciences is a development-stage company with two product candidates in clinical trials: Apoptone® in the cohort expansion portion of a Phase I/IIa trial of patients with late-stage

prostate cancer, and Triolex® (HE3286), in a Phase IIa trial in obese type 2 diabetes mellitus patients. Apoptone and Triolex represent the lead candidates from Harbor BioSciences’ small molecule platform based on metabolites or synthetic analogs of endogenous steroid hormones.

Any statement included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Harbor BioSciences’ actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Such statements are subject to certain risks and uncertainties inherent in the company’s business, including, but not limited to: the company’s capital needs; the company’s ability to obtain additional funding; the company’s ability to initially engage and continue to engage a market maker for its common stock; and other risks detailed from time to time in the company’s filings with the Securities and Exchange Commission. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, Harbor BioSciences undertakes no obligation to update or revise the information contained in this press release as a result of new information, future events or circumstances arising after the date of this press release.

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