UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 14, 2012 (September 10, 2012)
Date of Report (date of earliest event reported)
NEUROGESX, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33438 | 94-3307935 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 999 Baker Street, Suite 200, San Mateo, California 94404 |
(Address of principal executive offices)
(650) 358-3300
(Registrant’s telephone number, including area code)
| N/A |
(Former name or former address, if changed since last report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 3.01. | NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. |
On September 10, 2012, The NASDAQ Stock Market LLC (“NASDAQ”) notified NeurogesX, Inc. (the “Company”) that NASDAQ intends to file a Form 25 to complete the delisting of the Company’s common stock from trading on the NASDAQ Global Market. This filing, which becomes effective 10 days after submission, formally delists the Company’s common stock from such exchange, where trading in such stock was previously suspended on June 29, 2012 as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2012 (the “Prior 8-K”). As described in the Prior 8-K, the Company’s common stock is currently being quoted on the Over the Counter Bulletin Board (or OTCBB), a market tier for OTC-traded companies that are registered and current in their reporting obligations with the SEC. The Company’s trading symbol remains NGSX.
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.
| NEUROGESX, INC. | ||||||
| Date: September 14, 2012 | By: | /s/ Stephen F. Ghiglieri | ||||
| Stephen F. Ghiglieri | ||||||
| Executive Vice President, Chief Operating Officer | ||||||
| Chief Financial Officer | ||||||