Ciphergen appears to be on track towards relisting. Having filed financial statements, and gotten its price over a buck, it now addresses the control issues arising from the Quest deal. That should be the last hurdle. From a recent 8-K.
>>On January 9, 2006, the Nasdaq Listings Qualification Department (“Nasdaq”) notified Ciphergen Biosystems, Inc. (the “Company”) that it believes that the Company has failed to comply with the continued listing requirements of The Nasdaq National Market because the Company did not file a listing notification form or obtain shareholder approval for the July 22, 2005 sale and issuance to Quest Diagnostics Incorporated (“Quest”) of 6,225,000 shares of the Company’s Common Stock and a warrant (the “Warrant”) to purchase additional shares of the Company’s Common Stock pursuant to Rules 4350(i)(1)(B) and 4310(c)(17) of the Nasdaq Marketplace Rules. Nasdaq indicated that it believes the July 22, 2005 transaction with Quest constituted a change of control which required shareholder approval because the number of shares purchased by Quest, together with the number of shares potentially issuable upon exercise of the Warrant, could exceed 20% of the total number of outstanding shares of Common Stock of the Company. The Company disagrees with the determination by Nasdaq that this transaction constitutes a change of control and has executed an agreement with Quest clarifying that the total number of shares of Common Stock purchased pursuant to the transaction and issuable upon exercise of the Warrant will at no time exceed 20% of the total number of outstanding shares of Common Stock of the Company (provided that Quest may, prior to or concurrently with the exercise of the Warrant, sell such number of shares of the Company’s Common Stock that, after the exercise of the Warrant and such sale of shares, Quest would not own more than 19.9% of the Company’s Common Stock). The Company is filing the Nasdaq listing notification form.
Pursuant to Nasdaq Marketplace Rule 4804(c), the Company was provided until January 17, 2006, to present its views in writing to Nasdaq, which the Company intends to do. The January 9, 2006 notice is in addition to the Nasdaq notice disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on December 6, 2005.<<
Cheers, Tuck |
