- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): July 6, 2007 AVANT IMMUNOTHERAPEUTICS, INC. (Exact name of registrant as specified in charter) Delaware 0-15006 13-3191702 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) 119 Fourth Avenue Needham, Massachusetts 02494-2725 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (781) 433-0771 - -------------------------------------------------------------------------------- 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: [ ] 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 July 6, 2007, AVANT Immunotherapeutics, Inc. (the "Company") received a letter from the Listing Qualifications Department of The NASDAQ Stock Market indicating that the Company is not in compliance with NASDAQ Marketplace Rule 4450(a)(5) (the "Minimum Bid Price Rule") because the closing bid price per share for the Company's common stock has been below $1.00 per share for 30 consecutive business days. This notification has no effect on the listing of the Company's common stock at this time. The Company will have 180 calendar days, or until January 2, 2008, to regain compliance in accordance with Marketplace Rule 4450(e)(2). The Company will seek to regain compliance within the 180-day cure period and is considering alternatives to address compliance with the continued listing standards of The NASDAQ Stock Market. 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 business days. If the Company does not regain compliance with The Minimum Bid Price Rule by January 2, 2008, NASDAQ will provide the Company with written notification that its common stock will be delisted. At that time the Company would be permitted to appeal NASDAQ's determination to delist the Company's common stock to a NASDAQ Listings Qualifications Panel. Alternatively, the Company can apply to list its common stock on the Nasdaq Capital Market and NASDAQ will determine whether the Company meets the Nasdaq Capital Market initial listing criteria as 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 days to come into compliance with the Minimum Bid Rule while on the Nasdaq Capital Market. On July 10, 2007 the Company issued a press release announcing its receipt of the notification letter. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 AVANT Immunotherapeutics, Inc. Press Release, dated July 10, 2007
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, thereunto duly authorized. AVANT IMMUNOTHERAPEUTICS, INC. Dated: July 10, 2007 By: /s/ Avery W. Catlin ----------------------------------- Avery W. Catlin Title: Senior Vice President and Chief Financial Officer
EXHIBIT INDEX The following designated exhibit is furnished herewith: Exhibit Number Description of Exhibit 99.1 AVANT Immunotherapeutics, Inc. Press Release, dated July 10, 2007
EXHIBIT 99.1 AVANT Receives NASDAQ Deficiency Notice Relating to Minimum Bid Price NEEDHAM, Mass.--(BUSINESS WIRE)--July 10, 2007--AVANT Immunotherapeutics (Nasdaq: AVAN) announced today that on July 6, 2007 it received a letter from The NASDAQ Stock Market stating that for the last 30 consecutive business days, the closing bid price per share for AVANT's common stock has been below the $1.00 minimum per share requirement for continued inclusion under NASDAQ Marketplace Rule 4450(a)(5). In accordance with NASDAQ Marketplace Rule 4450(e)(2), AVANT has 180 calendar days, or until January 2, 2008, to regain compliance by maintaining a closing bid price per share of $1.00 or higher for a minimum of 10 consecutive business days. The NASDAQ Letter has no effect on the listing of AVANT's common stock at this time. AVANT will seek to regain compliance within this cure period and is considering alternatives to address compliance with the continued listing standards of The NASDAQ Stock Market. If AVANT does not demonstrate compliance within the required period AVANT will be issued a delisting letter, which may be appealed at that time. If AVANT is unsuccessful in meeting the minimum bid requirement during an initial 180-day compliance period, AVANT may apply to transfer the listing of its common stock to The Nasdaq Capital Market and receive an additional 180-day compliance period, if AVANT meets all initial listing criteria, except for the minimum bid requirement, for that market as set forth in Marketplace Rule 4310(c). Additional information on AVANT Immunotherapeutics, Inc. can be obtained through our site on the World Wide Web: http://www.avantimmune.com. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements that are subject to a variety of risks and uncertainties and reflect AVANT's current views with respect to future events and financial performance. There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by AVANT. These factors include, but are not limited to: (1) the integration of multiple technologies and programs; (2) the ability to adapt AVANT's vectoring systems to develop new, safe and effective orally administered vaccines against anthrax and plague or other any other microbes used as bioweapons and other disease causing agents; (3) the ability to successfully complete product research and further development, including animal, pre-clinical and clinical studies, and commercialization of CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine, VLPs and other products and AVANT's expectations regarding market growth; (4) the cost, timing, scope and results of ongoing safety and efficacy trials of CholeraGarde(R) (Peru-15), Ty800, ETEC E. coli vaccine and other preclinical and clinical testing; (5) the ability to negotiate strategic partnerships or other disposition transactions for AVANT's cardiovascular programs, including TP10 and CETi; (6) the ability of AVANT to manage multiple clinical trials for a variety of product candidates; (7) AVANT's expectations regarding its technological capabilities and expanding its focus to broader markets for vaccines; (8) the Company's expectations regarding the cost of funding its development partnership with Select Vaccines Limited for the influenza vaccine, the opportunity to extend to other disease targets, and AVANT's ability to develop products through this collaboration; (9) changes in existing and potential relationships with corporate collaborators; (10) the availability, cost, delivery and quality of clinical and commercial grade materials produced at AVANT's own Manufacturing facility or supplied by contract manufacturers and partners; (11) the timing, cost and uncertainty of obtaining regulatory approvals; (12) the ability to develop and commercialize products before competitors that are superior to the alternatives developed by competitors; (13) the ability to retain certain members of management;(14) AVANT's expectations regarding research and development expenses and general and administrative expenses; (15) AVANT's expectations regarding cash balances, capital requirements, anticipated royalty payments (including those from Paul Royalty Fund), revenues and expenses, including infrastructure expenses; (16) our belief regarding the validity of our patents and potential litigation; and (17) certain other factors that might cause AVANT's actual results to differ materially from those in the forward-looking statements including those set forth under the headings "Business," "Risk Factors" and Management's Discussion and Analysis of Financial Condition and Results of Operations" in each of AVANT's Annual Report on Form 10-K, its Quarterly Reports on Form 8-K, as well as those described in AVANT's other press releases and filings with the Securities and Exchange Commission, from time to time. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this press release, and AVANT does not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes. CONTACT: AVANT Immunotherapeutics, Inc. Una S. Ryan, Ph.D., 781-433-0771 President and CEO or Avery W. Catlin, 781-433-0771 Chief Financial Officer info@avantimmune.com or For Media: Kureczka/Martin Associates Joan Kureczka, 415-821-2413 jkureczka@comcast.net