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): July 6, 2018
 
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 July 6, 2018, the Board of Directors determined that in order to complete the expected delisting of its common stock, the Company will file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission (the “SEC”) on July 16, 2018 to delist the Company’s common stock from the Nasdaq Capital Market and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the delisting and deregistration will become effective ten days and ninety days, respectively, from the date of filing. The Company today provided notice to NASDAQ Stock Market LLC (“Nasdaq”) of the Company’s intention to file the Form 25.

As previously disclosed, the Company received a letter, dated May 22, 2018, from Nasdaq that Nasdaq had determined to delist the Company’s common shares from the Nasdaq Capital Market, the immediate effect of which was to suspend the trading of the Company’s common shares from the Nasdaq Capital Market at the open of business on June 28, 2018. Nasdaq customarily files a Form 25-NSE with the SEC at least 45 days after a suspension occurs, although the timing of such filing can vary. The Company determined to file the Form 25 as it will provide the Company with greater certainty regarding the timing of its delisting and deregistration.

Since the suspension of the Company’s common shares from the Nasdaq Capital Market, the Company’s common shares have been trading in the United States on the OTC Pink Open Market (the “Pink Market”), operated by OTC Markets Group, under the ticker “ANTH”.

Upon the effectiveness of the delisting, the Company intends to file a Form 15 with the SEC to terminate its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934. Upon the filing of the Form 15, the Company’s reporting obligations with the SEC, including its obligation to file annual reports on Form 10-K and furnish reports on Form 8-K, will be immediately suspended.

Item 7.01  Regulation FD Disclosure.

On July 9, 2018, the Company issued a press release.   A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
This Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 

 
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: July 9, 2018
Anthera Pharmaceuticals, Inc.
 
 
 
 
 
By: 
/s/ Paul F. Truex
 
 
Paul F. Truex
 
 
Executive Chairman of the Board
 
 
 

Exhibit 99.1

Anthera Pharmaceuticals Announces SEC Deregistration
 
 
HAYWARD, Calif., July 9, 2018 -- Anthera Pharmaceuticals, Inc. (OTC: ANTH) (“Anthera”) or the “Company”) announced today that in order to complete the expected delisting of its common stock, the Company intends to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission (the “SEC”) on July 16, 2018 to delist the Company’s common stock from the Nasdaq Capital Market and to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company expects that the delisting and deregistration will become effective ten days and ninety days, respectively, from the date of filing. The Company today provided notice to NASDAQ Stock Market LLC (“Nasdaq”) of the Company’s intention to file the Form 25.
 
As previously disclosed, the Company received a letter, dated May 22, 2018, from Nasdaq that Nasdaq had determined to delist the Company’s common shares from the Nasdaq Capital Market, the immediate effect of which was to suspend the trading of the Company’s common shares from the Nasdaq Capital Market at the open of business on June 28, 2018. Nasdaq customarily files a Form 25-NSE with the SEC at least 45 days after a suspension occurs, although the timing of such filing can vary. The Company determined to file the Form 25 as it will provide the Company with greater certainty regarding the timing of its delisting and deregistration.
 
Since the suspension of the Company’s common shares from the Nasdaq Capital Market, the Company’s common shares have been trading in the United States on the OTC Pink Open Market (the “Pink Market”), operated by OTC Markets Group, under the ticker “ANTH”.
 
Upon the effectiveness of the delisting, the Company intends to file a Form 15 with the SEC to terminate its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934. Upon the filing of the Form 15, the Company’s reporting obligations with the SEC, including its obligation to file annual reports on Form 10-K and furnish reports on Form 8-K, will be immediately suspended.
 
The board of directors of the Company’s decision to deregister was made in conjunction with the board’s continuing review of various strategic alternatives available to the Company, including the sale of the Company or its assets, partnering or other collaboration agreements, or a merger, reverse merger or other strategic transaction. The board of directors decided that the Company should deregister with the SEC as it believes that the cost savings outweigh the potential benefits of continuing as an SEC registered company. Without the annual accounting expenses, legal costs, and administrative burden relating to SEC reporting obligations and compliance, the Company will be able to significantly reduce its costs and focus on the pursuit of alternatives to address the Company’s obligations to its creditors. 
 
About Anthera Pharmaceuticals, Inc.
 
Anthera Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company focused on developing products to treat serious and life-threatening diseases. Additional information on the Company 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 forward looking statements include, for example, statements as to the planned deregistration of the Company’s common stock, the expected cost savings of deregistration, the Company’s ability to address its indebtedness to its creditors.  All forward-looking 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 March 31, 2018.  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.