SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 earliest event reported) April 7, 1998
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EMBRYO DEVELOPMENT CORPORATION
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(exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-13713 13-3832099
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(Commission File Number) (IRS Employer Identification
Number)
750 Lexington Avenue, Suite 2750, New York, NY 10022
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(212) 355-8484
(Former name or former address, if changed since last
report)
Item 5. Other Events.
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On March 16, 1998 Embryo Development Corporation (the
"Registrant") was advised by The Nasdaq Stock Market that is failed
to meet the continued listing requirements of The Nasdaq SmallCap
Market. Specifically, the Registrant failed to maintain the
required market value of the public float of $1,000,000.
The Registrant is exploring various alternatives which would
satisfy The Nasdaq SmallCap Market continued listing requirement.
There is, however, no assurance that the Registrant will be
successful in satisfying such requirements. Failure to meet the
requirements will result in the Registrant's securities being
traded on the NASD OTC Bulletin Board. As a result, the price of,
and the volume of trading in, the Registrant's securities may be
negatively effected.
On April 7, 1998, the Registrant held its Annual Meeting of
Stockholders (the "Meeting"). At the Meeting, the Registrant's
stockholders failed to approve a proposed one-for-nine (1-for-9)
reverse stock split of its Common Stock and Series A Preferred
Stock.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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(c) Exhibits.
(i) Letter from The Nasdaq SmallCap Market dated March
16, 1998.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized and caused the
undersigned to sign this Report on the Registrant's behalf.
EMBRYO DEVELOPMENT CORPORATION
By: /s/ Matthew Harriton
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Matthew Harriton
President
Dated: April 14, 1998
<NASDAQ LETTERHEAD>
The Nasdaq Stock Market, Inc.
1735 K Street, NW
Washington DC 20006-1500
202 496 2500
Fax 202 496 2698
VIA FACSIMILE
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March 16, 1998
Mr. Matthew Harriton
President, CEO and CFO
Embryo Development Corporation
750 Lexington Avenue
Suite 2750
New York, NY 10022
Dear Mr. Harriton:
The purpose of my letter is to bring to your attention a concern
regarding the continued listing of Embryo Development
Corporation's shares of common stock (EMBR) on The Nasdaq
SmallCap Market. Based upon the staff's review of the price data
covering the last thirty consecutive trade dates, your Company's
shares of common stock have failed to maintain the required
market value of the public float. To be eligible for continued
listing, your Company's shares of common stock must maintain the
minimum of $1,000,000 of the market value of the public float. (1)
We recognize this may be a temporary situation, and no delisting
action with respect to the market value of the public float will
be initiated at this time. Instead, the Company will be provided
ninety (90) calendar days in which to regain compliance.(2) If at
anytime within the next ninety calendar days from the date of
this letter, the common stock achieves a market value of the
public float greater than $1,000,000 for ten consecutive trading
days, it will have complied with this standard.
(1) Marketplace Rule 4310(c)(07).
(2) The ninety day period relates exclusively to the market value of
the public float deficiency. The Company may be delisted during the ninety day
period for failure to maintain compliance with any other listing requirement
for which it is currently on notice or which occurs during the period.
Page 2.
However, if the Company is unable to demonstrate compliance with
the minimum market value of the public float requirement on or
before the end of the ninety day period (June 16, 1998), the
Company's securities will be subject to delisting effective with
the close of business on June 16, 1998. To stay the delisting,
the company may request a hearing by the close of business on
June 16, 1998. For more information on the hearings process,
please contact the Listing Qualifications Hearings Department at
(202)496-2635.
If you have any questions concerning the compliance issues
discussed above, please contact me at (800)955-7083.
Very truly yours,
/s/ Jay Miller
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Jay Miller
Listing Analyst
Nasdaq Listing Qualifications
cc: Cam Funkhauser
Market Surveillance
