UNITED STATES
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 9, 2009
ADHEREX TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of incorporation)
| 001-32295 | 20-0442384 | |
| (Commission File Number) | (IRS Employer ID Number) |
4620 Creekstone Drive, Suite 200, Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (919) 484-8484
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:
| ¨ | 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 January 9, 2009, Adherex Technologies Inc. announced that Adherex has voluntarily filed to delist its common stock from NYSE Alternext US LLC (formerly, the American Stock Exchange or “AMEX”). After receiving a notice from AMEX indicating that the Company failed to meet certain of the AMEX continued listing requirements, as previously announced by the Company on December 10, 2008, the Company’s Board of Directors elected not to submit a plan of compliance and voluntarily file for delisting. The Board approved the voluntary delisting on January 8, 2009 at its regularly scheduled Board meeting.
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description of Document | |
| 99.1 | Press Release dated January 9, 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.
| Adherex Technologies Inc. | ||||
| By: | /s/ D. Scott Murray | |||
| Dated: January 9, 2009 | D. Scott Murray | |||
| Senior Vice President and General Counsel | ||||
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Exhibit 99.1
PRESS RELEASE
ADHEREX FILES TO DELIST FROM THE AMEX
— Stock Continues to Trade on TSX —
Research Triangle Park, NC, January 9, 2009 — Adherex Technologies Inc. (AMEX:ADH, TSX:AHX), a biopharmaceutical company dedicated to solving problems for patients with cancer, today announced that the Company has filed to voluntarily delist its common stock from the NYSE Alternext US LLC (formerly, the American Stock Exchange or “AMEX”). After receiving a notice from AMEX indicating that the Company failed to meet certain of the AMEX continued listing requirements, as previously announced by the Company on December 10, 2008, the Company’s Board of Directors elected not to submit a plan of compliance and voluntarily file for delisting.
To effect the delisting, the Company intends to file with the Securities and Exchange Commission a Form 25, Notification of Removal from Listing and/or Registration, on or about January 19, 2009. The Company expects that trading of its shares on the AMEX will be terminated on or about January 29, 2009. Until the AMEX delisting becomes effective on or about January 29, 2009, the Company’s common stock will continue to trade on the AMEX under the symbol “ADH”. The Company’s stock listing will be noted with “.BC” after its trading symbol to reflect its non-compliance with the AMEX listing requirements. The Company’s common stock continues to trade under the symbol “AHX” on the Toronto Stock Exchange.
About Adherex Technologies
Adherex Technologies Inc. is a biopharmaceutical company dedicated to the discovery and development of novel cancer therapeutics. We are in the business of solving problems for patients with cancer. We have multiple products in the clinical stage of development, including eniluracil, ADH-1 and sodium thiosulfate (STS). Eniluracil, an oral dihydropyrimidine dehydrogenase (DPD) inhibitor, is being developed to improve the tolerability and effectiveness of 5-fluorouracil (5-FU), one of the most widely used oncology drugs in the world. ADH-1 is a biotechnology compound which selectively targets N-cadherin, a protein present on certain tumor cells and the blood vessels of solid tumors. STS is a chemoprotectant being developed to reduce or prevent hearing loss that may result from treatment with platinum-based chemotherapy drugs. With a diversified portfolio of unique preclinical and clinical-stage cancer compounds and a management team with expertise in identifying, developing and commercializing novel cancer therapeutics, Adherex aims to become a leader in developing innovative treatments that address important unmet medical needs in cancer. For more information, please visit our website at www.adherex.com.
This press release contains forward-looking statements that involve significant risks and uncertainties. The actual results, performance or achievements of the Company might differ materially from the results, performance or achievements of the Company expressed or implied by such forward-looking statements. We are subject to various risks, including the adverse impact of our stock no longer being listed on the AMEX, our need for additional capital to fund our operations, our history of losses, current and anticipated conditions in the economy and financial markets, our ability to continue to meet the listing requirements of the Toronto Stock Exchange, the uncertainties of clinical trials, drug development and regulatory review, the early stage of our product candidates, our reliance on collaborative partners, and other risks inherent to the biopharmaceutical industry. For a more detailed discussion of related risk factors, please refer to our public filings available at www.sedar.com and www.sec.gov.
For further information, please contact:
D. Scott Murray
Senior Vice President, Corporate Development
Adherex Technologies Inc.
T: (919) 484-8484
info@adherex.com