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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 15, 2007
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-15006 13-3191702
(State or other (Commission file number) (IRS employer
jurisdiction identification no.)
of incorporation)
119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(781) 433-0771
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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)) LIBC/3057888.2
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Item 3.01-Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 15, 2007, AVANT Immunotherapeutics, Inc. (the "Company")
received a letter from the Listing Qualifications Department of The NASDAQ Stock
Market indicating that the Company is not in compliance with NASDAQ Marketplace
Rules 4450(b)(1)(A) and (B) because the Company's market value and total assets
and revenue have been below the minimum $50,000,000 requirement for the last 10
consecutive trading days. This notification has no effect on the listing of the
Company's common stock at this time. The Company will have 30 calendar days, or
until September 14, 2007, to regain compliance in accordance with Marketplace
Rule 4450(e)(4). The Company will seek to regain compliance within the 30-day
cure period.
To regain compliance, on August 20, 2007, the Company applied to list its
common stock on the NASDAQ Capital Market and NASDAQ will determine whether the
Company meets the NASDAQ Capital Market continued listing criteria. Because the
Company has submitted a transfer application to the NASDAQ Capital Market before
September 14, 2007, the initiation of the delisting proceedings will be stayed
pending NASDAQ's review of the application.
On August 21, 2007 the Company issued a press release announcing its
receipt of the notification letter. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August 21, 2007
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, thereunto duly authorized.
AVANT IMMUNOTHERAPEUTICS, INC.
Dated: August 21, 2007 By: /s/ Avery W. Catlin
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Avery W. Catlin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following designated exhibit is furnished herewith:
Exhibit
Number Description of Exhibit
99.1 AVANT Immunotherapeutics, Inc. Press Release, dated August 21, 2007