SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2008
AVALON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-32629 | | 52-2209310 |
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| (State or other | | (Commission File | | (I.R.S. Employer |
| jurisdiction of | | Number) | | Identification No.) |
| incorporation or | | | | |
| organization) | | | | |
| | | | | |
| 20358 Seneca Meadows Parkway, | | | | |
| Germantown, Maryland | | | | 20876 |
| | | | | |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 556-9900
(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:
| þ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 8 — Other Events
Item 8.01. Other Events.
On December 22, 2008, Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”) issued a press release announcing that the Company had received a letter from the The NASDAQ Stock Market, LLC notifying the Company that it had been granted an extension of time for compliance with NASDAQ Marketplace Rule 4450(a)(3). The press release is attached asExhibit 99.1hereto and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | 99.1 | | Press release dated December 22, 2008. |
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.
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| | Avalon Pharmaceuticals, Inc.
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| Date: December 22, 2008 | By: | /s/ C. Eric Winzer | |
| | | C. Eric Winzer | |
| | | Executive Vice President and
Chief Financial Officer | |
| |
