Business Context and Reporting Period
This Form 8-K is a current report filed by PharmAthene, Inc. (not Altimmune, Inc.) on July 30, 2010, regarding an event dated July 26, 2010. The Company is a Delaware corporation headquartered in Annapolis, Maryland, and its securities are listed on the NYSE Amex LLC.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures. However, it discloses the following financial conditions triggering non-compliance:
- Stockholders' Equity: Less than $2.0 million, $4.0 million, and $6.0 million (depending on the specific listing standard threshold).
- Net Losses: The Company reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, three of its four most recent fiscal years, and its five most recent fiscal years.
Material Changes and Listing Status
On July 26, 2010, the NYSE Amex LLC notified PharmAthene, Inc. of non-compliance with continued listing standards under Sections 1003(a)(i), (ii), and (iii) of the Exchange's Company Guide. This notice is based on the Company's low stockholders' equity and recurring net losses over recent fiscal periods.
Outlook, Risks, and Management Commentary
Required Action: The Company must submit a compliance plan to the Exchange by August 26, 2010, detailing how it intends to regain compliance by January 26, 2012.
Consequences: If the plan is not submitted timely, not accepted, or if the Company fails to make progress consistent with the plan, the Exchange may initiate delisting proceedings.
Appeals Process: The Company retains the right to appeal any delisting determination to a listing qualifications panel and subsequently to the Exchange's Committee on Securities.
Management Intent: The Company intends to prepare and submit the required plan. The filing includes a cautionary note that forward-looking statements regarding the plan are subject to risks and uncertainties.
Investor Verification Checklist
- Verify the Company's current stockholders' equity and recent net loss figures in the most recent 10-K or 10-Q filings.
- Confirm whether the compliance plan was submitted by the August 26, 2010 deadline.
- Monitor subsequent Exchange communications regarding the acceptance of the plan or initiation of delisting proceedings.
- Review the press release dated July 30, 2010 (Exhibit 99.1) for additional management commentary.