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Ciphergen says Nasdaq threatening delisting over Quest deal
By Ted A. Knutson
Washington, Jan. 13 - Ciphergen Biosystems, Inc. said the Nasdaq Listings Qualification Department told the company on Jan. 9 it has failed to comply with the continued listing requirements of The Nasdaq National Market because the firm did not file a listing notification form or obtain shareholder approval for the July 22 sale and issuance to Quest Diagnostics Inc. of 6,225,000 shares of the company's common stock and a warrant to purchase additional shares.
The alleged infraction was said to be a violation of Nasdaq marketplace rules.
Nasdaq indicated that it believes the transaction with Quest constituted a change of control that required shareholder approval because the number of shares purchased by Quest, together with the number of shares potentially issuable upon exercise of the warrant, could exceed 20% of the total number of outstanding shares of common stock of Ciphergen.
Ciphergen said it disagrees with the determination by Nasdaq and is executing a new agreement with Quest that Ciphergen said will satisfy the issues raised by Nasdaq.
The Jan. 9 notice is in addition to the Nasdaq notice disclosed in the company's form 8-K filed with the Securities and Exchange Commission on Dec. 6, which listed the failure to maintain a minimum market value of at least $50 million for the company's listed securities for 10 consecutive business days, as required by the Nasdaq.
Ciphergen Biosystems is based in Fremont, Calif., where it researches protein biomarkers and develops them into a family of ProteinChip Systems and services for clinical, research and process proteomics applications.
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