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LIPD.PK > SEC Filings for LIPD.PK > Form 8-K on 3-Oct-2008All Recent SEC Filings

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Form 8-K for LIPID SCIENCES INC/


3-Oct-2008

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standar


Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Lipid Sciences, Inc.'s (the "Company") withdrew its appeal request and its common stock was delisted from The Nasdaq Capital Market on opening of business on October 1, 2008.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company's President and Chief Executive Officer and Chief Financial Officer were terminated and all of the Corporation's Directors resigned immediately prior to the filing of the Corporation's Chapter 7 bankruptcy petition.



Item 8.01 Other Events.

On September 26, 2008, the Board of Directors of the Company approved the filing of a voluntary bankruptcy petition under Chapter 7 of the United States Bankruptcy Code. The Company anticipates making the filing by October 2, 2008.

The decision of the Board to file for bankruptcy follows a broad-based and intensive effort over many months to either raise capital, find a strategic partner or sell the Company or its assets either as a whole or the assets related to individual development programs. The Company was represented in the process by Rodman & Renshaw, LLC, an investment banking firm with broad expertise in the biotechnology sector, and a specialty private business development firm focusing on transactions involving biotechnology and pharmaceutical companies. These efforts involved the Company or its representatives contacting 82 pharmaceutical, bio-pharmaceutical and medical device companies in addition to numerous potential investors. The Company entered into 13 confidential disclosure agreements with interested parties. Despite the Company's extensive efforts, including a broad solicitation of interest and meetings with a number of pharmaceutical and healthcare companies and potential sources of equity capital including short term bridge financing, no viable proposals were received. Accordingly, with insufficient funds to support the Company's continuing operations, and no viable financing, joint venture or sale opportunity, the Board of Directors determined to liquidate the Company through the filing of a Chapter 7 bankruptcy petition. In view of the termination of the authority of the Corporation's directors and officers as of the filing of the petition, all of the Corporations directors, officers and employees will have resigned or been terminated as of such time.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit 17.1 Resignation letter from S. Lewis Meyer, Ph.D. Exhibit 17.2 Resignation letter from H. Bryan Brewer, Jr., M.D. Exhibit 17.3 Resignation letter from Frank M. Placenti. Exhibit 17.4 Resignation letter from John E. Crawford. Exhibit 17.5 Resignation letter from Bosko Djordjevic. Exhibit 17.6 Resignation letter from Stephen E. Renneckar. Exhibit 17.7 Resignation letter from Gary S. Roubin, M.D., Ph.D.


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