Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard, Transfer of Listing
On March 12, 2009, Avalon Pharmaceuticals, Inc. (the "Company") received a Staff
Determination letter from The NASDAQ Stock Market LLC ("NASDAQ") notifying the
Company that, as reported previously on November 25, 2008, the Company fails to
comply with the minimum stockholders' equity requirement of $10 million for
continued listing on The NASDAQ Global Market as set forth in NASDAQ Marketplace
Rule 4450(a)(3). As a result of this continued non-compliance, the Company's
common stock will be suspended from trading on The NASDAQ Global Market at the
opening of business on March 23, 2009 and removed from listing and registration
on The NASDAQ Global Market unless the Company appeals the NASDAQ Staff's
determination and requests a hearing before a NASDAQ Listing Qualifications
Panel no later than 4:00 p.m. Eastern Time on March 19, 2009. The Company
intends to appeal the NASDAQ Staff's determination and request such a hearing.
The Company issued a press release on March 17, 2009 that disclosed its receipt
of the March 12th letter from NASDAQ. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 8.01. Other Events
The disclosure contained in Item 3.01 is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated March 17, 2009.