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): March 3, 2009
Keryx
Biopharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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000-30929
(Commission
File Number)
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13-4087132
(IRS
Employer Identification No.)
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750
Lexington Avenue
New
York, New York 10022
(Address
of Principal Executive Offices)
(212)
531-5965
(Registrant's
telephone number, including area code)
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:
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£
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Written
communications pursuant to Rule 425 under the Securities
Act.
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On March
5, 2009, Keryx Biopharmaceuticals, Inc. (the “Company”) issued a press release
announcing the receipt of a notification letter (the “Letter”) dated March 3,
2009 from the NASDAQ Stock Market (“Nasdaq”). The Letter states that the Company
failed to regain compliance with Marketplace Rule 4310(c)(3) standards for continued listing on The Nasdaq
Capital Market before the March 2, 2009
deadline.1 Unless the Company appeals Nasdaq’s
decision, trading in the Company’s stock will be suspended at the opening of
business on March 12, 2009, and a Form 25-NSE will be filed with the Securities
and Exchange Commission which will remove the Company’s securities from listing
and registration on the Nasdaq Stock Market.
The Company is considering appealing the
delisting determination. If the Company chooses to appeal, the Nasdaq
Listing Qualifications Hearings Department must receive an appeal request from
the Company on or before March 10, 2009.
Some
of the statements included in herein may be forward-looking statements that
involve a number of risks and uncertainties. For those statements, we claim the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. Any forward-looking statements
set forth herein speak only as of the date of this Form 8-K. We do not intend to
update any of these forward-looking statements to reflect events or
circumstances that occur after the date hereof. This press release and prior
releases are available at http://www.keryx.com.
The information in our website is not incorporated by reference into this press
release and is included as an inactive textual reference
only.
1 Marketplace Rule 4310(c)(3) standards require the Company to have a minimum of
$2,500,000 in stockholders' equity, or $35,000,000 market value of listed
securities, or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years, for continued listing on The Nasdaq Capital Market. The Company was originally
notified by Nasdaq that it did not comply with this rule on November 17,
2008. Subsequently, the Company was given until March 2, 2009 to
regain compliance.
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.
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Keryx
Biopharmaceuticals, Inc.
(Registrant)
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Date: March
5, 2009
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By:
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/s/ James
F. Oliviero |
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James
F. Oliviero
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Vice
President, Finance
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Exhibit
Number
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Description
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99.1
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Press
Release dated March 5,
2009.
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