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| APPY > SEC Filings for APPY > Form 8-K on 25-Jun-2012 | All Recent SEC Filings |
25-Jun-2012
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Stand
On May 15, 2012, AspenBio Pharma, Inc. (the "Company") received a letter from The NASDAQ Stock Market LLC ("Nasdaq") regarding the Company's failure to comply with Nasdaq Rule 5550(b)(1) requiring the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued listing.
On June 25, 2012, the Company consummated a firm commitment public offering of 6,100,000 shares (the "Shares") of its common stock, no par value (the "Common Stock"), pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. (the "Representative"), as representative of the several underwriters. All of the Shares were sold by the Company. The offering price to the public was $2.00 per share. After underwriting discounts and commissions and estimated offering expenses, the Company received net proceeds from the offering of approximately $10.8 million. Under the terms of the Underwriting Agreement, the Company has granted the underwriters an option, exercisable for 45 days, to purchase up to an additional 915,000 shares of Common Stock to cover overallotments, if any, at the same price per share as the Shares.
As contemplated by the Underwriting Agreement, at the closing of this offering, the Representative received warrants (the "Warrants") to purchase 305,000 shares of Common Stock. The Warrants will be exercisable from June 19, 2013 to June 19, 2017 and have an exercise price equal to $2.50 per share.
As of the closing of this public offering, the Company believes it has regained compliance with the stockholders' equity requirement under Nasdaq Rule 5550(b)(1). The Company notes that Nasdaq will continue to monitor the Company's ongoing compliance with such stockholders' equity requirement. If, at the time the Company files its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, the Company is no longer in compliance with Nasdaq Rule 5550(b)(1), it may be subject to delisting from the Nasdaq Capital Market.
As noted above, on June 25, 2012, the Company consummated a firm commitment public offering of 6,100,000 shares of its Common Stock pursuant to the terms of entered into the Underwriting Agreement. The Company filed a press release announcing the closing, which is attached to this Current Report on Form 8-K as Exhibit 99.1.
(d) Exhibits.
4.1 Specimen Certificate of Common Stock, no par value.
99.1 Press Release of AspenBio Pharma, Inc. titled "AspenBio Pharma Announces Closing of Public Offering of 6,100,000 Shares of Common Stock," issued June 25, 2012.
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