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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): July 19, 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):
o
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)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
July
19, 2006, SIGA Technologies, Inc. (“SIGA”) received notice from the Nasdaq Stock
Market (“NASDAQ”) that for the last 10 consecutive trading days, SIGA’s market
value of listed securities has been below the $35,000,000 minimum required
for
continued inclusion on the Nasdaq Capital Market under Marketplace Rule
4310(c)(2)(B)(ii). In accordance with Marketplace Rule 4310(c)(8)(C), SIGA
will
be provided with 30 calendar days, until August 18, 2006, to regain compliance.
If, at any time before August 18, 2006, the market value of listed securities
of
SIGA is $35,000,000 or more for a minimum of 10 consecutive business days,
NASDAQ will determine if SIGA complies with Marketplace Rule 4310(c)(2)(B)(ii).
If compliance with the rule cannot be demonstrated by August 18, 2006, the
staff
of the NASDAQ Stock Market will provide written notification to SIGA that its
securities will be delisted. At that time, SIGA may appeal such determination
to
a listing qualification panel.
In
addition, the NASDAQ notice also stated that, based on SIGA’s Form 10-Q for the
period ending March 31, 2006, SIGA no longer complies with Marketplace Rule
4310(c)(2)(B)(i) or (4310)(c)(2)(B)(iii), which require minimum stockholders’
equity of $2,500,000 or net income from continuing operations of $500,000 in
the
most recently completed fiscal year or in two of the last three most recent
completed fiscal years.
SIGA
intends to monitor the market value of its listed securities between now and
August 18, 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
market value requirement.
On
February July 25, 2006, SIGA issued a press release announcing that it had
received the above described notice from NASDAQ. 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 July 25, 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: Acting
Chief Executive Officer
and
Chief
Financial Officer
Date: July
25,
2006
3
Exhibit
99.1
Contact:
Mr.
Thomas Konatich
Chief
Financial Officer and
Acting
Chief Executive Officer
SIGA
Technologies, Inc.
(212)
672-9100
SIGA
REPORTS ON CORRESPONDENCE FROM NASDAQ
New
York,
July 25, 2006-- SIGA Technologies, Inc. (NASDAQ: SIGA) disclosed today that
on
July 19, 2006 it received
notice from the Nasdaq Stock Market (“NASDAQ”) that for the last 10 consecutive
trading days, SIGA’s market value of listed securities has been below the
$35,000,000 minimum required for continued inclusion on the Nasdaq Capital
Market under Marketplace Rule 4310(c)(2)(B)(ii). In accordance with Marketplace
Rule 4310(c)(8)(C), SIGA will be provided with 30 calendar days, until August
18, 2006, to regain compliance. If, at any time before August 18, 2006, the
market value of listed securities of SIGA is $35,000,000 or more for a minimum
of 10 consecutive business days, NASDAQ will determine if SIGA complies with
Marketplace Rule 4310(c)(2)(B)(ii). If compliance with the rule cannot be
demonstrated by August 18, 2006, the staff of the NASDAQ Stock Market will
provide written notification to SIGA that its securities will be delisted.
At
that time, SIGA may appeal such determination to a listing qualification
panel.
In
addition, the NASDAQ notice also stated that, based on SIGA’s Form 10-Q for the
period ending March 31, 2006, SIGA no longer complies with Marketplace Rule
4310(c)(2)(B)(i) or (4310)(c)(2)(B)(iii), which require minimum stockholders’
equity of $2,500,000 or net income from continuing operations of $500,000 in
the
most recently completed fiscal year or in two of the last three most recent
completed fiscal years.
SIGA
intends to monitor the market value of its listed securities between now and
August 18, 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
market value 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, 2005,
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.
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