- Current report filing (8-K)
August 19 2010 - 4:31PM
Edgar (US Regulatory)
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):
August 19,
2010
CYPRESS BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-12943
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22-2389839
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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4350 Executive Drive, Suite 325, San Diego, CA
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(858) 452-2323
Not Applicable
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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 August 19, 2010, Cypress Bioscience, Inc. (the
Company
) notified The NASDAQ Stock Market that
the Company was in noncompliance with NASDAQ Marketplace Rule 5605(c)(2)(A) due to the resignation
of Jean-Pierre Millon from the Companys Board of Directors and concurrent resignation from the
Audit Committee of the Board of Directors (the
Audit Committee
). Rule 5605(c)(2)(A) requires an
issuer to, among other things, have an audit committee comprised of at least three independent
directors. Mr. Millon was the third independent director on the Audit Committee, in addition to
Roger Hawley and Dan Petree. Pursuant to NASDAQ Marketplace Rule 5605(c)(4)(B), the Company has
until the earlier of August 18, 2011 or the Companys next annual meeting of stockholders to cure
its failure to comply with the requirements of Marketplace Rule 5605(c)(2)(A); provided, however,
that if the Companys next annual meeting of stockholders occurs on or before February 14, 2011,
the Company has until February 14, 2011 to comply with such requirements. The Company is currently
in the process of selecting and designating a replacement to fill the Audit Committee member
vacancy created by the departure of Mr. Millon.
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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Cypress Bioscience, Inc.
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Date: August 19, 2010
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/s/ Jay D. Kranzler
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Jay D. Kranzler
Chairman and Chief Executive Officer
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