- Current report filing (8-K)
August 31 2010 - 5:02PM
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 30, 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)
o
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 30, 2010, Cypress Bioscience, Inc. (the
Company
) received a notice from The NASDAQ
Stock Market that the Company was in noncompliance with NASDAQ Marketplace Rule 5605 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
) as previously reported
by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 19, 2010 (the
Prior 8-K
).
As disclosed in the Prior 8-K, NASDAQ Marketplace 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 31, 2010
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/s/ Jay D. Kranzler
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Jay D. Kranzler
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Chairman and Chief Executive Officer
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