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): January 24, 2018
 
ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in 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 January 24, 2018, Anthera Pharmaceuticals, Inc. (the “Company”) received formal notification from The NASDAQ Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had determined to grant the Company’s request for the transfer of its listing from The Nasdaq Global Market to The Nasdaq Capital Market, pursuant to an extension through May 14, 2018 to evidence compliance with all applicable requirements for continued listing on Nasdaq. The Company is taking definitive steps to timely evidence compliance with the terms of the Panel’s decision; however, there can be no assurance that it will be able to do so.

As previously disclosed, on November 17, 2017, the Company received written notice from the Nasdaq Listing Qualifications Staff (the “Staff”) indicating that, due to the Company’s continued non-compliance with Listing Rule 5450(b)(1)(A) (the “Minimum Stockholders’ Equity Rule”) requirement for continued listing on The Nasdaq Global Market, the Staff had determined to delist the Company’s securities from The Nasdaq Global Market unless the Company timely requested a hearing before the Panel. The Panel’s decision, dated January 24, 2018, follows the Company’s hearing before the Panel, at which it requested the transfer of its listing to The Nasdaq Capital Market pursuant to an extension through May 14, 2018 to evidence full compliance with all applicable requirements for the continued listing on Nasdaq.

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
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: January 25, 2018
Anthera Pharmaceuticals, Inc.
 
 
 
 
 
By:
/s/ J. Craig Thompson
 
 
J. Craig Thompson
 
 
President and Chief Executive Officer
 
 
 

Exhibit 99.1

Anthera Receives Positive Nasdaq Listing Determination

Hayward, Calif., January 25, 2018 -- Anthera Pharmaceuticals, Inc. (Nasdaq: ANTH) today announced that on January 24, 2018, Anthera received formal notice that the Nasdaq Hearings Panel granted Anthera’s request for inclusion on The Nasdaq Capital Market. Anthera’s continued listing on The Nasdaq Capital Market is subject to compliance with all applicable requirements by May 14, 2018.

Anthera’s common stock will list on the Nasdaq Capital Market commencing with the open of business on Friday, January 26, 2018 and will continue to trade under the symbol “ANTH” on Nasdaq.  Anthera does not expect the transfer to have an impact on trading and shares.

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 B-cell associated renal diseases. 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.