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) May 11, 2012
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AspenBio Pharma, Inc.
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(Exact name of registrant as specified in charter)
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Colorado
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001-33675
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84-155338
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1585 South Perry Street, Castle Rock, CO
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80104
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (303) 794-2000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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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. Under Nasdaq rules, the Company has 45 calendar days to submit a plan to regain compliance. If such plan is accepted, the Company could be granted an extension of up to 180 calendar days to evidence compliance with the rule.
Nasdaq further notified the Company that while the Company is out of compliance with the minimum stockholders’ equity rule, the Company will be included on a list Nasdaq makes available to investors of all non-compliant companies. The Company expects to be identified on that listing within the next five business days.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 11, 2012, Erik S. Miller, Vice President of Marketing and Business Development of the Company, resigned.
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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AspenBio Pharma, Inc.
(Registrant)
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Date: May 16, 2012
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By:
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/s/ Jeffrey G. McGonegal
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Jeffrey G. McGonegal
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Chief Financial Officer
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