Form 8-K Current Report
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): January 31, 2006
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.
On
January 31, 2006, SIGA Technologies, Inc. (“SIGA”) received notice from the
Nasdaq Stock Market (“NASDAQ”) that for the past 30 consecutive business days,
the bid price of the SIGA’s common stock has closed below the $1.00 per share
minimum requirement for continued inclusion on the Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(4). In accordance with Marketplace Rule 4310(c)(8)(D),
SIGA will be provided with 180 calendar days, until July 31, 2006, to regain
compliance with the minimum bid requirement. If, at any time before July 31,
2006, the bid price of the SIGA’s common stock closes at $1.00 per share or more
for a minimum of 10 consecutive business days, NASDAQ will provide SIGA with
written notification that it now complies with Marketplace Rule 4310(c)(4).
SIGA
intends to monitor the bid price between now and July 31, 2006, and consider
available options if its common stock does not trade at a level likely to result
in SIGA regaining compliance with the minimum bid requirement.
On
February 3, 2006, SIGA issued a press release announcing that it had received
the above described notice from NASDAQ regarding its bid price. 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 February 3, 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. |
|
|
|
|
By: |
/s/ Thomas
N.
Konatich |
|
Name: Thomas
N. Konatich |
|
Title: Chief
Financial Officer |
Date: Date: February
3, 2006
3
Exhibit 99.1 Press Release
Contact:
div>
Dr.
Bernard Kasten
SIGA
Technologies, Inc.
Chief
Executive Officer
(212)
672-9100
SIGA
REPORTS ON CORRESPONDENCE FROM NASDAQ
New
York,
February 3, 2006 -- SIGA
Technologies, Inc.
(NASDAQ:
SIGA) disclosed today that on January 31, 2006, it received notice from the
Nasdaq Stock Market (“NASDAQ”) that for the past 30 consecutive business days,
the bid price of the SIGA’s common stock has closed below the $1.00 per share
minimum requirement for continued inclusion on the Nasdaq SmallCap Market under
Marketplace Rule 4310(c)(4). In accordance with Marketplace Rule 4310(c)(8)(D),
SIGA will be provided with 180 calendar days, until July 31, 2006, to regain
compliance with the minimum bid requirement. If, at any time before July 31,
2006, the bid price of the SIGA’s common stock closes at $1.00 per share or more
for a minimum of 10 consecutive business days, NASDAQ will provide SIGA with
written notification that it now complies with Marketplace Rule 4310(c)(4).
SIGA
intends to monitor the bid price between now and July 31, 2006, and consider
available options if its common stock does not trade at a level likely to result
in SIGA regaining compliance with the minimum bid requirement.
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.