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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):
August 29, 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
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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))
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Item 3.01-Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 29, 2007, AVANT Immunotherapeutics, Inc. (the "Company") received
notice from the Listing Qualifications Department of The NASDAQ Stock Market
indicating that the Company has been approved to list its common stock on The
NASDAQ Capital Market. The Company's common stock will begin trading on The
NASDAQ Capital Market, and will cease trading on The NASDAQ Global Market, at
the opening of business on August 31, 2007. The trading symbol for the Company's
common stock remains "AVAN."
On August 30, 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 Description of Exhibit
Number
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August
30, 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: August 30, 2007 By: /s/ Avery W. Catlin
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Avery W. Catlin
Title:Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
The following designated exhibit is furnished herewith:
Exhibit Description of Exhibit
Number
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August
30, 2007
Exhibit 99.1
AVANT Receives Approval to Transfer Securities
to the NASDAQ Capital Market
NEEDHAM, Mass.--(BUSINESS WIRE)--Aug. 30, 2007--AVANT
Immunotherapeutics, Inc. (Nasdaq: AVAN) announced today that on August
29, 2007 it received a letter from The NASDAQ Stock Market stating
that AVANT was approved to list its common stock on The NASDAQ Capital
Market. AVANT's common stock will be transferred to The NASDAQ Capital
Market from The NASDAQ Global Market at the opening of business on
August 31, 2007.
Under The NASDAQ Capital Market, AVANT will continue to have until
January 2, 2008 to regain compliance with NASDAQ Marketplace Rule
4450(a)(5) (the "Minimum Bid Price Rule") in accordance with
Marketplace Rule 4450(e)(2). To regain compliance with the Minimum Bid
Price Rule, the closing bid price of AVANT's common stock must remain
at $1.00 per share or more for a minimum of ten consecutive business
days. AVANT will seek to regain compliance with the Minimum Bid Price
Rule by January 2, 2008 and is considering alternatives to address
compliance with the continued listing standards of The NASDAQ Stock
Market.
AVANT currently meets all of the requirements for continued
listing on The NASDAQ Capital Market, except for the Minimum Bid Price
Rule as explained above, and believes the transfer to be in the best
interest of all stockholders. Additionally, the lower cost and listing
requirements of The NASDAQ Capital Market better meet AVANT's needs as
a small public company.
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