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
January
11, 2011
Date of
Report (Date of earliest event reported)
Discovery
Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-26422
|
94-3171943
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
2600
Kelly Road, Suite 100
Warrington,
Pennsylvania 18976
(Address
of principal executive offices)
(215)
488-9300
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
|
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
8.01.
|
Other
Events.
|
On
January 12, 2011, Discovery Laboratories, Inc. (the “Company”) issued a press
release announcing that, on January 11, 2011, a NASDAQ Listing Qualifications
Panel (the “Panel”) determined that the Company has regained compliance with
Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Rule) and that the Company
is in compliance with all other listing standards for continued listing on The
NASDAQ Capital Market®. Accordingly,
the Company’s common stock will continue to be listed on The NASDAQ Capital
Market. The press release is attached as Exhibit 99.1.
|
Item
9.01.
|
Financial Statements
and Exhibits.
|
|
|
(d)
|
Exhibits
|
|
|
99.1
|
Press
Release dated January 12, 2011.
|
2
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.
| Discovery Laboratories, Inc. | |||
|
|
By:
|
/s/ W. Thomas Amick | |
| Name: | W. Thomas Amick | ||
| Title: | Chairman of the Board and | ||
| Chief Executive Officer | |||
Date: January
12, 2011
3
Discovery
Labs Announces that Nasdaq Hearing Panel has Granted Request for Continued
Listing on The NASDAQ Capital Market®
Panel
finds Discovery Labs Complies With all Listing Requirements
Warrington, PA – January 12,
2011 — Discovery
Laboratories, Inc. (Nasdaq: DSCOD), announced today that, on January 11,
2011, a NASDAQ Listing Qualifications Panel (the “Panel”) determined
that Discovery Labs has regained compliance with Nasdaq Listing Rule 5550(a)(2)
(“Minimum Bid Price Rule”) because its common stock has maintained a minimum
closing bid price of $1.00 per share over a period of 10 consecutive business
days ending on January 10, 2011. The Panel also determined that
Discovery Labs is in compliance with all other listing standards for continued
listing on The NASDAQ Capital Market® (“Nasdaq
Capital Market”). Accordingly, Discovery Labs’ common stock will
continue to be listed on the Nasdaq Capital Market.
As
previously announced, on November 30, 2010, Discovery Labs received a Staff
Determination letter from The Nasdaq Stock Market indicating that it had not
re-established compliance with the Minimum Bid Price Rule on or prior to
November 29, 2010 and, as a result, its common stock was subject to delisting
from the Nasdaq Capital Market. Discovery Labs requested a hearing
before the Panel and, at the hearing, presented its plan for achieving
compliance with the Nasdaq listing requirements. The plan included
implementing a 1-for-15 reverse stock split, which was approved by Discovery
Labs’ stockholders at the Annual Meeting of Stockholders held on December 21,
2010 and made effective on December 28, 2010.
Discovery
Labs’ shares will continue to trade on the Nasdaq Capital Market under the
symbol “DSCOD” through approximately January 25, 2011, after which the
fifth character “D” will be dropped and the symbol will revert to
“DSCO.” The fifth character was added to the trading symbol to notify
investors of the occurrence of the reverse stock split.
About
Discovery Labs
Discovery
Laboratories, Inc. is a biotechnology company developing surfactant therapies
for respiratory diseases. Surfactants are produced naturally in the lungs
and are essential for breathing. Discovery Labs’ novel proprietary KL4 surfactant
technology produces a synthetic, peptide-containing surfactant that is
structurally similar to pulmonary surfactant and is being developed in liquid,
aerosol and lyophilized formulations. In addition, Discovery Labs’
proprietary capillary aerosolization technology produces a dense aerosol, with a
defined particle size that is capable of potentially delivering aerosolized
KL4
surfactant to the lung without the complications currently associated with
liquid surfactant administration. Discovery Labs believes that its
proprietary technology platform makes it possible, for the first time, to
develop a significant pipeline of surfactant products to address a variety of
respiratory diseases for which there frequently are few or no approved
therapies. For more information, please visit our website at www.Discoverylabs.com.
Forward-Looking
Statements
To
the extent that statements in this press release are not strictly historical,
all such statements are forward-looking, and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements, including with respect to the
potential continued listing of the Company’s common stock on the Nasdaq Capital
Market, are subject to certain risks and uncertainties that could cause actual
results to differ materially from the statements made. Examples of
such risks and uncertainties are described in the Company’s filings with the
Securities and Exchange Commission including the Company’s proxy statement on
Schedule 14A and the most recent reports on Forms 10-K, 10-Q and 8-K, and any
amendments thereto.
Contact
Information:
John G.
Cooper, President and Chief Financial Officer
215-488-9490