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FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
0-20713
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CUSIP NUMBER
29382F 10 3
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(Check One): [X]Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: DECEMBER 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q [ ] Transition Report on
Form N-SAR For the Transition Period Ended: _____________________
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Read Instruction (on back page) Before Preparing Form.
Please or Type. Nothing in this form shall be construed
to imply that the has verified any information contained herein.
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If the notification relates to a portion of the filing of the filing checked
above, identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
EntreMed, Inc.
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Full Name of Registrant
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Former Name if Applicable
9610 Medical Center Drive, Suite 200
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Address of Principal Executive Office (Street and Number)
Rockville, Maryland 20850
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City, State and Zip Code
PART II-- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if applicable)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
[X] report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The account's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
The Registrant has not yet finalized disclosure required to be contained in its
Annual Report on Form 10-K for the year ended December 31, 1996.
SEC 1344(11-91)
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<PAGE>
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JOHN C. THOMAS, JR. (770) 514-0077
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s). [X]Yes [ ]No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for that last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? [X]Yes [ ]No
If so, attach an explanation of the anticipation, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant expects to report a net loss of approximately $4,770,832
for the year ended December 31, 1996, as compared to a net loss of approximately
$7,710,000 for the year ended December 31, 1995.
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ENTREMED, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: MARCH 31, 1997 By: /s/ John W. Holaday
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John W. Holaday, Ph.D.
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSION OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 25) of the General Rules and
Registration under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record In the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
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