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

Date of report (Date of earliest event reported): September 14, 2015

BG Medicine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

001-33827

(Commission File Number)

 

Delaware   04-3506204
(State or Other Jurisdiction Of Incorporation)   (IRS Employer Identification No.)
303 Wyman Street, Suite 300, Waltham, Massachusetts   02451
(Address of Principal Executive Offices)   (Zip Code)

(781) 890-1199

(Registrant’s Telephone Number, Including Area Code)

 

(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 14, 2015, BG Medicine, Inc. (the “Company”) received a letter indicating that the NASDAQ Listing Qualifications Hearings Panel (the “Panel”) has determined to delist the shares of the Company’s common stock from The NASDAQ Stock Market LLC (“NASDAQ”), and will suspend trading in the Company’s common stock on NASDAQ effective at the open of business on Wednesday, September 16, 2015. The suspension is due to the Company’s continuing non-compliance with the stockholders’ equity requirement set forth in NASDAQ Listing Rule 5550(b) as of September 10, 2015, as required by the Panel’s decision in this matter. NASDAQ further indicated that it would complete the delisting action by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission after applicable appeal periods have lapsed.

The Company expects that its common stock will be eligible for quotation on the OTC Markets’ OTCQB market tier, an electronic quotation service operated by OTC Markets Group Inc. for eligible securities traded over-the-counter, effective at the open of business on September 16, 2015. The Company’s common stock will continue to trade under its current trading symbol “BGMD.”

 

Item 8.01. Other Events.

On September 15, 2015, the Company issued a press release announcing the matters disclosed under Item 3.01 above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description

99.1    Press Release dated September 15, 2015.

SIGNATURE

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.

 

    BG MEDICINE, INC.
Date: September 15, 2015     /s/ Stephen P. Hall
   

Stephen P. Hall

Executive Vice President & Chief Financial Officer



Exhibit 99.1

BG MEDICINE TO BEGIN TRADING ON THE OTCQB

WALTHAM, Mass., Sept. 15, 2015 (GLOBE NEWSWIRE) — BG Medicine, Inc. (Nasdaq:BGMD), the developer of the BGM Galectin-3(R) Test, today announced that on September 14, 2015, the Company was notified by The NASDAQ Stock Market LLC (“NASDAQ”) that trading in the Company’s common stock will be suspended on NASDAQ effective with the open of business on Wednesday, September 16, 2015, due to the Company’s continuing non-compliance with the stockholders’ equity requirement set forth in NASDAQ Listing Rule 5550(b) as of September 10, 2015. The September 10, 2015 date constituted the outside date by which the Company must remedy the listing deficiency in accordance with the discretion afforded the NASDAQ Listing Qualifications Hearings Panel under the NASDAQ Listing Rules. The Company understands that its common stock will be formally delisted from NASDAQ via NASDAQ’s filing of a Form 25 “Notification of Delisting” with the Securities Exchange Commission after all applicable review and appeal periods have lapsed.

The Company expects its common stock to begin trading on the OTC Market’s OTCQB market tier effective with the open of business on September 16, 2015 under its current trading symbol “BGMD.”

About BG Medicine

BG Medicine, Inc. (BGMD), the developer of the BGM Galectin-3(R) Test, is focused on the development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. For additional information about BG Medicine, heart failure and galectin-3 testing, please visit www.bg-medicine.com.

The BG Medicine Inc. logo is available for download here.

About OTC Markets Group Inc.

OTC Markets Group Inc. operates Open, Transparent and Connected financial marketplaces for 10,000 U.S. and global securities. To learn how OTC Markets Group creates better informed and more efficient financial marketplaces, visit www.otcmarkets.com. OTC Link® ATS is operated by OTC Link LLC, member FINRA/SIPC and SEC registered Alternative Trading System

Contact:

Stephen Hall, EVP & Chief Financial Officer

(781) 890-1199

 

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