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Exhibit Index begins on Page 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): DECEMBER 1, 1998
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COCENSYS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20954 33-0538836
- -------- -------- ----------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
201 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
- ---------------------------------------- -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (949) 753-6100
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ITEM 5. OTHER EVENTS.
Attached hereto as Exhibit 99.1 is a copy of a Press Release issued on behalf of
the Registrant announcing that Registrant received notice from Nasdaq that
Registrant was not in compliance with the closing bid price requirement for the
continued listing of Registrant's common stock on the Nasdaq National Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS. The following exhibits are attached to this Current Report
on Form 8-K:
Sequential
Exhibit Description Page Start
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99.1 Press Release entitled "CoCensys, Inc. Receives 3
Notice From Nasdaq Regarding Listing Requirements"
dated December 4, 1998
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.
COCENSYS, INC.
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(Registrant)
Date: December 4, 1998 By: /s/ Robert R. Holmen
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Robert R. Holmen, Vice President, General
Counsel and Secretary
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EXHIBIT 99.1
CONTACT: F. RICHARD NICHOL, PH.D. ROBERT R. HOLMEN
CHAIRMAN OF THE BOARD VICE PRESIDENT & GENERAL COUNSEL
PRESIDENT & CHIEF EXECUTIVE OFFICER
DONNA D. SLADE
ASSISTANT DIRECTOR, INVESTOR RELATIONS/PUBLIC RELATIONS
COCENSYS, INC.
949/753-6110 OR 753-6122
COCENSYS, INC. RECEIVES NOTICE FROM NASDAQ REGARDING LISTING REQUIREMENTS
The Company will Consider Holding a Special Meeting of its Stockholders
IRVINE, CALIFORNIA/PR NEWSWIRE/DECEMBER 4, 1998 - CoCensys, Inc. (Nasdaq: COCN)
announced today it received notice from the Nasdaq Stock Market, Inc. that the
Company was not in compliance with the $1.00 minimum closing bid price
requirement for the continued listing of the Company's common stock on the
Nasdaq National Market. Nasdaq has provided the Company ninety days (until
February 28, 1999) to correct the non-compliance; otherwise, Nasdaq said that
the Company's common stock would be delisted from the Nasdaq National Market on
March 2, 1999.
The Company believes, and Nasdaq has confirmed, that the Company complies with
all other requirements necessary to maintain listing of its stock on the Nasdaq
National Market. The Company is working with Nasdaq to comply with the $1.00
minimum closing bid price requirement, and will consider holding a special
meeting of stockholders to consider a reverse stock split designed to increase
the market price per share of the Company's common stock by reducing the number
of shares outstanding. Information concerning the date, time, place and matters
to be considered at any special meeting of stockholders will be mailed to
stockholders in advance of any such meeting.
Nasdaq informed CoCensys that, in order to satisfy the closing bid price
requirement, the Company's closing bid price must be at least $1.00 per share
for a minimum of ten consecutive trading days by February 28, 1999. The Company
also may seek certain procedural remedies by requesting a hearing with Nasdaq
prior to February 28, 1999, which may result in delaying or avoiding delisting.
"As reported earlier," said F. Richard Nichol, Ph.D., Chairman of the Board,
President and Chief Executive Officer of CoCensys, "we continue to pursue our
strategy of improving shareholder value by leveraging the Company's very broad
scientific and clinical resources through
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collaborations. As of the end of last quarter, we had in excess of $15 million
in cash, which should keep us funded through the end of next year. We hope to
complete at least one collaboration agreement during the first quarter of 1999."
CoCensys is a biopharmaceutical company that discovers and develops products for
the treatment of neurological and psychiatric disorders. The Company's product
development programs focus on novel small molecule compounds for the treatment
of epilepsy, anxiety, Parkinson's and other neurodegenerative diseases,
neuropathic pain, migraine, insomnia and stroke. CoCensys has development
programs with the Wyeth-Ayerst Laboratories Division of American Home Products
Corporation to develop analogs of naturally-occurring neuroactive compounds,
"epalons," for the treatment of anxiety, and with Warner-Lambert Company to
identify and develop subtype-selective NMDA receptor antagonists for the
treatment of a variety of neurological and psychiatric diseases. More
information about the Company is available on its web site:
http://www.cocensys.com.
This press release includes forward looking statements that involve a high
degree of financial, technological, regulatory and competitive risks and
uncertainties inherent to early stage biopharmaceutical companies. No
assurances can be given that the Company will be able to meet the Nasdaq closing
bid price requirement in the future or continue to meet all other Nasdaq listing
requirements, or that the Company will be able to enter into collaboration
agreements or achieve favorable terms in any such agreements. Actual results
may differ due to a number of factors, including the fact that preclinical
testing and clinical trial results are not necessarily predictive of whether
future testing and trials will replicate or confirm these results or whether a
therapeutic agent will succeed in subsequent clinical trials or be approved by
the FDA or other regulatory agency as a drug, as well as those factors that are
more fully discussed in the Company's most recent Form 10-K and Form 10-Q.
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