UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 26, 2010
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One Park Place, Suite 450, Annapolis,
Maryland
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21401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (410) 269-2600
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01
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Notice
of Non-Compliance with Listing
Standards.
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On July
26, 2010, PharmAthene, Inc. (the “Company”) received a letter from the NYSE Amex
LLC (the “Exchange”), stating that the Company is not in compliance with the
Exchange’s continued listing standards, specifically, Sections 1003(a)(i), (ii)
and (iii) of the Exchange’s Company Guide (the “Company Guide”), because the
Company has stockholders’ equity of less than $2.0 million, $4.0 million and
$6.0 million and losses from continuing operations and/or net losses in two of
its three most recent fiscal years, three of its four most recent fiscal years
and its five most recent fiscal years, respectively.
The
Exchange stated in its letter that in order to maintain its listing, the Company
must submit a plan (the “Plan”) by August 26, 2010, addressing how it intends to
regain compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide
by January 26, 2012. If the Exchange accepts the Plan, the Company
will be able to continue its listing during such time and will be subject to
continued periodic review by the NYSE Amex staff. If the Plan is not
submitted on a timely basis, is not accepted or is accepted but the Company does
not make progress consistent with the Plan during the plan period, the Exchange
could initiate delisting proceedings. The Company may appeal any
delisting determination before a listing qualifications panel of the Exchange
and in turn request a review of the decision of such panel by the Exchange’s
Committee on Securities.
The
Company intends to prepare and submit the Plan to the NYSE Amex.
On July
30, 2010, the Company issued a press release announcing the receipt of the NYSE
Amex letter. A copy of this press release is furnished as Exhibit
99.1 hereto and is incorporated by reference herein.
Cautionary
Note Regarding Forward-looking Statements:
To the
extent that statements in this Current Report on Form 8-K are not strictly
historical, including statements as to the Company’s plans with respect to the
NYSE Amex letter of July 26, 2010 or otherwise as to future events, such
statements are forward-looking, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this Current Report are subject to
certain risks and uncertainties that could cause actual results to differ
materially from the statements made. Such risks and others are further described
in the Company's filings with the Securities and Exchange Commission including
the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments
thereto.
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Item
9.01
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Exhibits.
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(c) Exhibits.
Exhibit
Description
99.1 Press
release of the Company, dated July 30, 2010.
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.
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PHARMATHENE,
INC.
(Registrant)
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Date: July
30, 2010
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By:
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/s/ Charles A. Reinhart III |
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Charles
A. Reinhart III
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Senior
Vice President and Chief Financial
Officer
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Contact:
Stacey
Jurchison
PharmAthene,
Inc.
Phone:
410-269-2610
Stacey.Jurchison@PharmAthene.com
PHARMATHENE
PROVIDES UPDATE
ON
NYSE AMEX LISTING COMPLIANCE PLAN
ANNAPOLIS, MD – July 30, 2010
– PharmAthene, Inc. (NYSE Amex: PIP), a biodefense company developing medical
countermeasures against biological and chemical threats, today announced that on
July 26, 2010 it received a letter from the NYSE Amex LLC, stating that
PharmAthene is not in compliance with the continued listing standards specified
in Sections 1003(a)(i), (ii) and (iii) of the NYSE Amex Company Guide, because
it has stockholders’ equity of less than $2.0 million, $4.0 million and $6.0
million and losses from continuing operations and/or net losses in two of its
three most recent fiscal years, three of its four most recent fiscal years and
its five most recent fiscal years, respectively.
Under
Section 1003(a) of the Company Guide, the NYSE Amex would not normally consider
suspending dealings in, or removing from listing, the securities of an issuer
which is below the minimum stockholders’ equity requirements if the issuer
sustains a total market capitalization of at least $50 million, among other
things. PharmAthene’s market capitalization, as defined by NYSE Amex
rules and using the closing share price on July 27, 2010 of $1.45, is
approximately $47.6 million.
The NYSE
Amex stated in its letter that in order to maintain its listing, PharmAthene
must submit a plan by August 26, 2010, addressing how it intends to regain
compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide by
January 26, 2012. If the NYSE Amex accepts the plan, PharmAthene will
be able to continue its listing during such time and will be subject to
continued periodic review by the NYSE Amex staff. If the plan is not
submitted on a timely basis, is not accepted or is accepted but PharmAthene does
not make progress consistent with the plan during the plan period, the NYSE Amex
could initiate delisting proceedings. PharmAthene may appeal any
delisting determination before a listings qualifications panel of the NYSE Amex
and in turn request a review of the decision of such panel by the exchange’s
Committee on Securities.
PharmAthene
intends to prepare and submit its compliance plan to the NYSE
Amex. PharmAthene expects that its common stock will continue to
trade without interruption on the NYSE Amex; however, the trading symbol for
PharmAthene’s common stock will have an indicator (.BC) as an extension to
signify noncompliance with the continued listing standards, until PharmAthene
has regained compliance.
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Eric
Richman, PharmAthene’s interim Chief Executive Officer, noted, “The NYSE Amex
has not commenced any delisting proceedings against us and we are fully
confident that our plan for continuing compliance will be adequate and that we
will regain compliance with the affected listing requirements in the
future.”
Statement
on Cautionary Factors
Except
for the historical information presented herein, matters discussed may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by such
statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words "potential"; "believe";
"anticipate"; "intend"; "plan"; "expect"; "estimate"; "could"; "may"; "should";
“will”; “project”; “potential”; or similar statements are forward-looking
statements. PharmAthene disclaims any intent or obligation to update these
forward-looking statements other than as required by law. Risks and
uncertainties include risk associated with the reliability of the results
of the studies relating to human safety and possible adverse effects resulting
from the administration of the Company's product candidates, unexpected funding
delays and/or reductions or elimination of U.S. government funding for one or
more of the Company's development programs, the award of government contracts to
our competitors, unforeseen safety issues, challenges related to the
development, scale-up, technology transfer, and/or process validation of
manufacturing processes for our product candidates, unexpected determinations
that these product candidates prove not to be effective and/or capable of being
marketed as products, challenges related to the submission or implementation of
our NYSE Amex compliance plan as well as risks detailed from time to time in
PharmAthene's Forms 10-K and 10-Q under the caption "Risk Factors" and in its
other reports filed with the U.S. Securities and Exchange Commission (the
"SEC").
Copies of
PharmAthene's public disclosure filings are available from its investor
relations department and our website under the investor relations tab at www.PharmAthene.com.
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