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): November 14, 2017
 
ANTHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34637
 
20-1852016
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
25801 Industrial Boulevard, Suite B, Hayward,
California
 
94545
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (510) 856-5600
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 

 
Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
    
On November 14, 2017, Anthera Pharmaceuticals, Inc. (“the Company”) received written notification from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that, based upon the Company’s continued non-compliance with Nasdaq Listing Rule 5450(b)(1)(A) (the “Minimum Stockholders’ Equity Rule”), the Company’s securities would be delisted from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company plans to timely request a hearing, which request will stay any suspension or delisting action by the Staff at least pending the conclusion of the hearing process and the expiration of any extension that may be granted to the Company by the Panel.

As previously disclosed, on May 15, 2017, the Staff notified the Company that, based upon reported stockholders’ equity of less than $10 million as of March 31, 2017, the Company no longer satisfied the Minimum Stockholders’ Equity Rule. The Company was provided with the opportunity to present its plan to regain compliance with that requirement for the Staff’s review and did so by submissions dated June 30, 2017 and July 18, 2017. By letter dated July 26, 2017, the Staff granted the Company’s request for an extension to evidence compliance with the Minimum Stockholders’ Equity Rule through November 13, 2017, which the Company did not timely satisfy.

Although the Company is taking steps to achieve compliance with the Minimum Stockholders’ Equity Rule, there can be no assurance that the Panel will grant the Company’s request for continued listing on The Nasdaq Global Market.   In the alternative, the Company may request that the Panel transfer the listing of its common stock to The Nasdaq Capital Market pursuant to an extension provided the Company is able to demonstrate its ability to achieve and sustain compliance with the applicable $2.5 million stockholders’ equity requirement for continued listing on that market. Notwithstanding, there can be no assurances that the Panel will grant the Company a further extension or that the Company will be able to demonstrate compliance with the applicable continued listing requirements.

The Company issued a press release regarding the notice received from the Staff. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 


Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
 
 
Exhibit No.
  
Description
 
 
99.1
  
 


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.
 
Date: November 17, 2017
Anthera Pharmaceuticals, Inc.
 
 
 
 
 
By:
/s/ May Liu
 
 
May Liu
 
 
Senior Vice President, Finance and
Administration
 
 
 

Exhibit 99.1


Anthera Pharmaceuticals Announces Expected Receipt of Nasdaq Listing Determination Notice
and Plans Appeal
 
·
Delisting notice was expected as part of the compliance extension previously granted by Nasdaq
·
Continue ‘ANTH” listing until formal hearing process is complete with the Nasdaq Hearings Panel
 
HAYWARD, Calif., November 17, 2017 -- Anthera Pharmaceuticals, Inc. (Nasdaq: ANTH) announced today that, as anticipated, it has received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market (“Nasdaq”) indicating that, based upon its non-compliance with Listing Rule 5450(b)(1)(A) (the “Minimum Stockholders’ Equity Rule”), Anthera’s securities would be delisted from Nasdaq unless Anthera timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).
 
Anthera plans to appeal the Staff’s determination and intends to timely request a hearing, which request will stay any suspension or delisting action by the Staff at least pending the conclusion of the hearing process and expiration of any extension that may be granted to Anthera by the Panel.

If the Panel does not grant Anthera’s request for continued listing on The Nasdaq Global Market, Anthera may request that the Panel transfer the listing of its securities to The Nasdaq Capital Market pursuant to an extension provided Anthera meets the inclusion requirements for that market. Anthera’s common stock will continue to trade on Nasdaq under the symbol "ANTH" at least pending the ultimate conclusion of the hearing process. Anthera intends to provide further update when additional relevant information becomes available.
 
About Anthera Pharmaceuticals
 
Anthera Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing products to treat serious and life-threatening diseases, including exocrine pancreatic insufficiency and IgA nephropathy. Additional information on Anthera can be found at www.anthera.com.
 
Safe Harbor Statement
 
Any statements contained in this press release that refer to future events or other non-historical matters, including statements that are preceded by, followed by, or that include such words as "estimate," "intend," "anticipate," "believe," "plan," "goal," "expect," "project," or similar statements, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.   Such statements are based on Anthera's expectations as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially, including but not limited to those set forth in Anthera's public filings with the SEC, including Anthera's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.  Anthera disclaims any intent or obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law.
    
CONTACT:

Investor Relations of Anthera Pharmaceuticals, Inc.
ir@anthera.com

For Media Inquiries:
Frannie Marmorstein, 305-567-0821
frannie.marmorstein@rbbcommunications.com
    
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Source: Anthera Pharmaceuticals, Inc.