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): November 24, 2014

 

RESPONSE GENETICS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 1-33509 11-3525548
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

1640 Marengo St., 7th Floor

Los Angeles, California 90033

(323) 224-3900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Not Applicable
(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:

 

¨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 November 24, 2014, Response Genetics, Inc. (the “Company”) received a notice letter from the staff of The NASDAQ Stock Market LLC (“Nasdaq”) providing notification that, based on the Company’s stockholders’ equity of $2,009,700 disclosed in the Company’s Form 10-Q for the period ended September 30, 2014 (filed with the Securities and Exchange Commission on November 14, 2014), the Company does not comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, set forth in Listing Rule 5550(b)(1) (the “Rule”). Under applicable Nasdaq requirements, the Company has 45 calendar days to submit a plan to regain compliance with the Rule.

 

The Company is working on a plan for submission to Nasdaq which the Company believes will enable it to regain compliance with the Rule. The Company intends to provide Nasdaq with such a plan on or before the January 8, 2015 deadline. If the plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from November 24, 2014 to evidence compliance.

 

Except for the factual statements made herein, information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “believes,” “intends,” “expects,” “plans,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will meet the bid price requirement during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  RESPONSE GENETICS, INC.
   
Date: November 26, 2014 By: /s/ Adanech Getachew
  Name: Adanech Getachew
  Title: General Counsel