UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 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):
November
23, 2009
SCOLR
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31982
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91-1689591
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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19204
North Creek Pkwy, Suite 100
Bothell,
WA 98011
(Address
of principal executive offices)
(425) 368-1050
(Registrant’s
telephone number, including area code)
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):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
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
November 25, 2009, the Company received notice that the NYSE Amex LLC (the
“Exchange”) had accepted the Company’s plan of compliance with respect to its
previously disclosed deficiency with the Exchange’s continued listing standard
set forth in Section 1003(a)(iv) of the NYSE Amex Company Guide. The
deficiency notice stated that the Company had sustained losses which were so
substantial in relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that it appeared
questionable, in the opinion of the Exchange, as to whether the Company would be
able to continue operations and/or meet its obligations as they
mature. In accordance with applicable Exchange requirements, the
Company submitted a plan of compliance to the Exchange on October 15, 1009 (with
subsequent updates) setting forth the actions it has taken or would take to
bring the Company into compliance with the standard set forth in Section
1003(a)(iv) of the Company Guide (the “Compliance Plan”) by March 15,
2010.
In
addition, on November 23, 2009, the Company received a separate notice from the
Exchange stating that the Company does not meet the continued listing standard
set forth in Section 1003(a)(ii) of the Company Guide because it had
stockholders’ equity of less than $4 million and losses from continuing
operations in three of its four most recent fiscal years. By letter
dated June 25, 2009, the Exchange had previously advised the Company that it was
not in compliance with Section 1003(a)(iii) of the Company Guide because it had
stockholders’ equity of less than $6 million and losses from continuing
operations and net losses in its five most recent fiscal years. On
September 15, 2009, the Exchange notified the Company that it had accepted
the Company’s plan that would bring it into compliance with the continued
listing requirements and granted the Company an extension until December 27,
2010 to regain compliance with Section 1003(a)(iii) of the Company
Guide. Due to the higher stockholders’ equity requirement of Section
1003(a)(iii), the Company is not required to submit an additional plan of
compliance in connection with the deficiency relating to the $4
million stockholders’ equity standard.
As a
result, and subject to certain other requirements and the discretion of the
Exchange, the Company’s listing on the Exchange will be continued pursuant to
extension to enable the Company to regain compliance with Section 1003(a)(iv) of
the Company Guide by March 15, 2010 and with Sections 1003(a)(ii) and 1003(iii)
of the Company Guide by December 27, 2010. The Company may be subject
to delisting proceedings if the Company is not in compliance with the continued
listing standards within the appropriate time period, or if the Company does not
make progress consistent with the Compliance Plan during the plan period, then
the Exchange may initiate delisting proceedings.
The
Company’s stock trading symbol will remain DDD on NYSE Amex; but will continue
to include an indicator (.BC) as an extension to signify noncompliance with the
continued listing standards. The .BC indicator will remain as an extension on
the trading symbol until the Company has regained compliance with all applicable
continued listing standards.
The
Company issued a press release regarding the actions taken by the Exchange on
November 30, 2009. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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SCOLR
Pharma, Inc. press release, dated November 30, 2009
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SIGNATURES
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.
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SCOLR
PHARMA, INC.
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Dated: November
30, 2009
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By:
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/s/
Stephen J. Turner
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Stephen
J. Turner
President
and Chief Executive Officer
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