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): August 29, 2006
DOV PHARMACEUTICAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 000-49730 (Commission File No.) | 22-3374365 (IRS Employer Identification No.) |
150 Pierce Street, Somerset, NJ 08873
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (732) 907-3600
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 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))
| ITEM 3.01. | | NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. |
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| ITEM 8.01. | | OTHER EVENTS. |
On August 29, 2006, DOV Pharmaceutical, Inc. (the “Company”) received a Staff Determination Letter from the NASDAQ Listing Qualifications Department indicating that the Company has not regained compliance in accordance with NASDAQ Marketplace Rule 4450(b)(1)(A) as the market value of the Company’s common stock has remained below the minimum of $50,000,000 required for continued inclusion in The NASDAQ Global Market.
The Company previously announced on July 31, 2006 that the NASDAQ Listing Qualifications Department notified the Company on July 28, 2006 that it failed to comply with the continued listing requirements of The NASDAQ Global Market because the market value of the Company’s listed securities had fallen below $50,000,000 for 10 consecutive business days. Pursuant to NASDAQ Marketplace Rules, the Company was provided a period of 30 calendar days, or until August 28, 2006, to regain compliance.
The Company intends to request a hearing before a NASDAQ Listing Qualifications Panel and will submit its plan of compliance in connection with such hearing. The request will stay the Staff’s Determination and, as a result, the Company’s securities will remain listed on The NASDAQ Global Market until the Panel issues its decision following the hearing. The Company expects the hearing to be held in approximately 35 to 45 days. There can be no assurance that the Panel will grant the Company’s request for continued listing on The NASDAQ Global Market.
In the event the Company’s common stock does not remain listed on a U.S. national securities exchange, the Company will be required to offer to repurchase the Company’s outstanding 2.50% Convertible Subordinated Debentures. In addition, the Company will likely have significant limitations on its ability to raise capital, including capital necessary in order to fund the repurchase of the Debentures.
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act, each as amended. You can identify forward-looking statements by the following words: may, will, should, expect, intend, plan, anticipate, believe, estimate, predict, potential, continue or the negative of these terms or other comparable terminology. We caution you that forward-looking statements are inherently uncertain and are simply point-in-time estimates based on a combination of facts and factors currently known by us about which we cannot be certain or even relatively confident. Actual results or events will surely differ and may differ materially from our forward-looking statements as a result of many factors, some of which we may not be able to predict or may not be within our control. Such factors may also materially adversely affect our ability to achieve our objectives, including our ability to (i) develop a plan for compliance with the continued listing requirements of The NASDAQ Global Market and successfully appeal the NASDAQ Staff determination, (ii) meet the listing requirements set forth by NASDAQ for our publicly traded stock, and (iii) obtain substantial additional funds.
You should also refer to the risks discussed in our other filings with the Securities and Exchange Commission including those contained in our annual report on Form 10-K filed on March 15, 2006 and our quarterly report on Form 10-Q filed on August 9, 2006. We qualify all our forward-looking statements by these cautionary statements. Readers should not place undue reliance on our forward-looking statements. We do not undertake any obligation and do not intend to update any forward-looking statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | DOV Pharmaceutical, Inc. |
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| Date: August 30, 2006 | By: | /s/ Barbara Duncan |
| | Barbara Duncan |
| | President and Chief Financial Officer |
