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): December 30, 2005
SIGA
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-23047
|
13-3864870
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
|
420
Lexington Avenue,
Suite
408
New
York, New York
(Address
of principal executive offices)
|
10170
(Zip
code)
|
Registrant’s
telephone number, including area code: (212) 672-9100
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 (see
General
Instruction A.2. below):
____________________________________________________________________________________________________________________________
r
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
As
previously disclosed in a November 4, 2005 Form 8-K, SIGA Technologies, Inc.,
a
Delaware corporation (“SIGA”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”), dated November 2, 2005, with Iroquois Master
Fund Ltd., Cranshire Capital, L.P., Omicron Master Trust, and Smithfield
Fiduciary LLC (such investors, collectively, the “Investors”), for the issuance
and sale of 2,000,000 shares of SIGA’s common stock at $1.00 per share for
aggregate consideration of $2,000,000 and certain warrants (the “Warrants”). The
investors were also entitled to purchase additional shares of SIGA’s common
stock (the “Additional Investment Right”) for a gross amount of up to $2,000,000
at an initial price of $1.10 per share for a period of 90 trading days following
the effectiveness of a registration statement.
On
December 9, 2005, SIGA was verbally notified by The Nasdaq Stock Market that
it
was in violation of the shareholder approval rules set forth Marketplace Rule
4350(i)(1)(D)(ii) (the “Rule”) because the share issuance cap found in the
Warrant and Additional Investment Right agreements was not in compliance with
IM-4350-2, which requires a share issuance cap to apply for the life of the
transaction unless shareholder approval is obtained.
Subsequently,
on December 13, 2005, SIGA provided The Nasdaq Stock Market with copies of
signed amended and restated Warrant and Additional Investment Right agreements,
which evidence a share issuance cap which complied with IM-4350-2.
As
a
result, on December 30, 2005, SIGA received a letter from The Nasdaq Stock
Market informing it that The Nasdaq Stock Market had determined, based on the
above described actions that SIGA had regained compliance with the Rule and
that
the matter was now closed.
On
January 5, 2006, SIGA issued a press release relating to the above described
matter. A copy of the press release is attached hereto as Exhibit
99.1.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release, dated January 5, 2006.
|
2
SIGNATURE
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.
|
SIGA
TECHNOLOGIES, INC.
|
||
| |
|
|
| Date: January 5, 2006 | By: | /s/ Thomas N. Konatich |
|
Thomas N. Konatich |
||
| Title: Chief Financial Officer | ||
3
Contact:
Dr.
Bernard Kasten
SIGA
Technologies, Inc.
Chief
Executive Officer
(212)
672-9100
SIGA
REPORTS ON CORRESPONDENCE WITH NASDAQ
New
York,
January 5, 2006 -- SIGA
Technologies, Inc.
(NASDAQ:
SIGA). As previously disclosed, SIGA entered into a Securities Purchase
Agreement, dated November 2, 2005, with four investors for the issuance and
sale
of 2,000,000 shares of SIGA’s common stock at $1.00 per share for aggregate
consideration of $2,000,000 and certain warrants. The investors were also
entitled to purchase additional shares of SIGA’s common stock for a gross amount
of up to $2,000,000 at an initial price of $1.10 per share for a period of
90
trading days following the effectiveness of a registration
statement.
On
December 9, 2005, SIGA was verbally notified by The Nasdaq Stock Market that
it
was in violation of the shareholder approval rules set forth Marketplace Rule
4350(i)(1)(D)(ii) because the share issuance cap found in the Warrant and
Additional Investment Right agreements was not in compliance with IM-4350-2,
which requires a share issuance cap to apply for the life of the transaction
unless shareholder approval is obtained.
Subsequently,
on December 13, 2005, SIGA provided The Nasdaq Stock Market with copies of
signed amended and restated Warrant and Additional Investment Right agreements,
which evidence a share issuance cap which complied with IM-4350-2.
As
a
result, on December 30, 2005, SIGA received a letter from The Nasdaq Stock
Market informing it that The Nasdaq Stock Market had determined, based on the
above described actions that SIGA had regained compliance with the Rule and
that
the matter was now closed.
About
SIGA Technologies, Inc.
SIGA
Technologies is applying viral and bacterial genomics and sophisticated
computational modeling in the design and development of novel products for
the
prevention and treatment of serious infectious diseases, with an emphasis on
products for biological warfare defense. SIGA has the potential to become a
significant force in the discovery of vaccine and pharmaceutical agents to
fight
emerging pathogens. SIGA's product development programs emphasize the
increasingly serious problem of drug resistant bacteria. In
addition to smallpox, SIGA has antiviral programs targeting other Category
A
viral pathogens, including arenaviruses (Lassa
fever, Junin, Machupo, Guanarito, Sabia, and lymphocytic choriomeningitis),
dengue virus, and the filoviruses (Ebola and Marburg).
For
more
information about SIGA, please visit SIGA's Web site at www.siga.com.
Forward-looking
statements
This
Press Release contains certain "forward-looking statements'' within the meaning
of the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the efficacy of potential products, the timelines for
bringing such products to market and the availability of funding sources for
continued development of such products. Forward-looking statements are based
on
management's estimates, assumptions and projections, and are subject to
uncertainties, many of which are beyond the control of SIGA. Actual results
may
differ materially from those anticipated in any forward-looking statement.
Factors that may cause such differences include the risks that
(a) potential products that appear promising to SIGA or its collaborators
cannot be shown to be efficacious or safe in subsequent pre-clinical or clinical
trials, (b) SIGA or its collaborators will not obtain appropriate or
necessary governmental approvals to market these or other potential products,
(c) SIGA may not be able to obtain anticipated funding for its development
projects or other needed funding, (d) SIGA may not be able to secure
funding from anticipated government contracts and grants, and (e) SIGA may
not
be able to secure or enforce adequate legal protection, including patent
protection, for its products. More detailed information about SIGA and risk
factors that may affect the realization of forward-looking statements, including
the forward-looking statements in this Press Release and the above-mentioned
presentation, is set forth in SIGA's filings with the Securities and Exchange
Commission, including SIGA's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, and in other documents that SIGA has filed with the
Commission. SIGA urges investors and security holders to read those documents
free of charge at the Commission's Web site at http://www.sec.gov. Interested
parties may also obtain those documents free of charge from SIGA.
Forward-looking statements speak only as to the date they are made, and except
for any obligation under the U.S. federal securities laws, SIGA undertakes
no
obligation to publicly update any forward-looking statement as a result of
new
information, future events or otherwise.
###