Current Report Filing (8-k)
November 26 2014 - 5:01PM
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): November 20, 2014
BG Medicine, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-33827
(Commission File Number)
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Delaware |
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04-3506204 |
(State or Other Jurisdiction Of Incorporation) |
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(IRS Employer Identification No.) |
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610 Lincoln Street North, Waltham, Massachusetts |
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02451 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(781) 890-1199
(Registrants Telephone Number, Including Area Code)
(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):
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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) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Stockholders Equity Deficiency
On November 20, 2014, BG Medicine, Inc. (the Company) received written notice from the Listing Qualifications Department of
The NASDAQ Stock Market LLC (NASDAQ) indicating that the Company did not meet the minimum $2.5 million in stockholders equity (Stockholders Equity Deficiency), required by NASDAQ Listing Rule 5550(b)(1),
which is one of the alternative tests for continued listing on The NASDAQ Capital Market. In the Companys Form 10-Q filed on August 14, 2014, the Company reported stockholders equity of $1,696,000 for the period ended
September 30, 2014. In addition, the notice indicates that the Company does not meet the other alternative tests of market value of listed securities or net income from continuing operations and therefore, no longer complies with the continued
listing rule. The notice has no immediate effect on the listing or trading of the Companys common stock and the common stock will continue to trade on The NASDAQ Capital Market under the symbol BGMD at this time.
The notice further provides that the Company has 45 calendar days, or until January 4, 2015, to submit a plan to regain compliance with the continued
listing rule. If NASDAQ accepts the Companys plan to regain compliance, the Company may be granted an extension of up to 180 calendar days from the notice, or until May 19, 2015, to evidence compliance with NASDAQs continued
listing rule.
The Company is currently considering options to resolve this listing deficiency and the deficiency disclosed on Form 8-K filed
September 11, 2014 (described below) and to regain compliance. However, there can be no assurance that the Company will be able to regain compliance with The NASDAQ Capital Market listing requirements.
Minimum Bid Price Deficiency
As previously
disclosed on a Current Report on Form 8-K filed on September 11, 2014, the Company received a letter from NASDAQ notifying the Company that for the preceding 30 consecutive business days, the Companys common stock did not maintain a
minimum closing bid price of $1.00 (Minimum Bid Price Deficiency) for continued listing on The NASDAQ Capital Market, as required by NASDAQ Listing Rule 5550(a)(2). The Minimum Bid Price Deficiency serves as an additional basis for
delisting the Companys common stock from NASDAQ, in addition to the Stockholders Equity Deficiency described above.
SIGNATURE
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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BG MEDICINE, INC. |
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Date: November 26, 2014 |
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/s/ Stephen P. Hall |
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Stephen P. Hall Executive Vice
President & Chief Financial Officer |
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