Avalon Pharmaceuticals Receives Staff Determination Regarding Nasdaq Delisting
March 17 2009 - 3:00PM
Business Wire
Avalon Pharmaceuticals, Inc. (Nasdaq: AVRX), today announced
that on March 12, 2009, it received a Staff Determination letter
from The Nasdaq Stock Market, LLC indicating that, as reported
initially on November 25, 2008, Avalon fails to comply with Nasdaq
Marketplace Rule�4450(a)(3) because the Company�s stockholders�
equity, as reported in the Company�s Quarterly Report on Form 10-Q
for the period ended September�30, 2008, did not meet the minimum
of $10�million required for continued listing on The Nasdaq Global
Market.
As a result, Avalon�s common stock will be suspended from
trading on the Nasdaq Global Market at the opening of business on
March 23, 2009 and removed from listing and registration on the
Nasdaq Global Market unless Avalon appeals the Nasdaq Staff�s
determination and requests a hearing before a Nasdaq Listing
Qualifications Panel no later than 4 p.m. Eastern Time on March 19,
2009. Avalon intends to appeal the Nasdaq Staff�s determination and
request a hearing before a Nasdaq Listing Qualifications Panel.
Avalon expects that its common stock will remain listed on the
Nasdaq Global Market pending the outcome of a decision by the
Nasdaq Listing Qualifications Panel. The Company cannot provide any
assurances that the Nasdaq Listing Qualifications Panel will grant
its request for continued listing on the Nasdaq Global Market. In
the event Avalon�s common stock is delisted from the Nasdaq Global
Market, Nasdaq may permit the Company to transfer its common stock
to The Nasdaq Capital Market if it satisfies the requirements for
continued listing on that market.
About Avalon Pharmaceuticals
Avalon is a biopharmaceutical company focused on the discovery,
development and commercialization of first-in-class cancer
therapeutics.
Important Information for Investors and Stockholders
As previously announced, on October 27, 2008 Avalon, Clinical
Data, Inc. and API Acquisition Sub II, LLC, a Delaware corporation
and an indirect wholly-owned subsidiary of Clinical Data, entered
into a definitive Agreement and Plan of Merger and Reorganization
for the acquisition of Avalon by Clinical Data. Avalon and Clinical
Data have filed a joint preliminary proxy statement/prospectus with
the Securities and Exchange Commission (�SEC�) in connection with
the proposed merger. Investors and stockholders are urged to read
the joint definitive proxy statement/prospectus when it becomes
available and any other relevant documents filed by either party
with the SEC because they will contain important information.
Investors and stockholders will be able to obtain the joint
definitive proxy statement/prospectus and other documents filed
with the SEC free of charge at the website maintained by the SEC at
www.sec.gov. In addition, documents filed with the SEC by Avalon
will be available free of charge on the portion of the Avalon
website titled �Investors� at www.avalonrx.com. Documents filed
with the SEC by Clinical Data will be available free of charge on
the portion of the Clinical Data website titled �Investors� at
www.clda.com.
Clinical Data, Avalon and their directors and executive officers
may be deemed to be participants in the solicitation of proxies
from Avalon stockholders. Information regarding Clinical Data�s
participants is available in Clinical Data�s Annual Report on Form
10-K for the year ended March 31, 2008 and its proxy statement for
its 2008 Annual Meeting of stockholders, which are filed with the
SEC. Information regarding Avalon�s participants is available in
Avalon�s Annual Report on Form 10-K for the year ended December�31,
2007 and the proxy statement for its 2008 Annual Meeting of
stockholders, which are filed with the SEC. Additional information
regarding interests of such participants will be included in the
joint definitive proxy statement/prospectus that will be filed with
the SEC. You can obtain free copies of these documents from
Clinical Data and Avalon as indicated above.
Forward Looking Statements
This announcement may contain forward-looking statements that
involve risks and uncertainties. Such statements are based on
certain assumptions and actual results could differ materially from
those currently anticipated as a result of a number of factors,
risks and uncertainties. The information in this Release should be
read in conjunction with the Risk Factors set forth in our 2007
Annual Report on Form 10-K and updates contained in subsequent
filings Avalon makes with the SEC.
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