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OMB Number: 3235-0058
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SEC FILE NUMBER |
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CUSIP NUMBER |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 30, 2010 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
La Jolla Pharmaceutical Company
Full Name of Registrant
Former Name if Applicable
4365 Executive Drive, Suite 300
Address of Principal Executive Office (Street and Number)
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 appropriate)
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þ |
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(a)
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The reason described in reasonable detail in Part III of this form
could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The
Registrants Quarterly Report
on Form 10-Q (the Report) for the quarter ended June 30, 2010 cannot be filed on
or prior to the August 16, 2010 due date without unreasonable effort or expense due to the time
spent by the Registrant in performing the valuation of the financial
instruments issued in conjunction with the May 2010 financing. Details
related to this financing were disclosed in a Form 8-K filed with the
Securities and Exchange Commission on May 28, 2010.
The Report is expected to be filed within the 5 calendar
day extension permitted by the rules of the Securities and
Exchange Commission.
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Persons who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Gail A. Sloan |
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858 |
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646-6644 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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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 report(s) been filed? If answer is no, identify report(s).
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Yes þ No o
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes þ No o
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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As discussed in previous filings with the Securities and Exchange Commission, on February 12,
2009, the Registrant completed the first interim efficacy analysis of its Riquent® Phase 3
ASPEN Study and determined that continuing the study was futile. As a result, the Registrant has
discontinued all research, development and clinical activities and has terminated substantially
all of its workforce. Accordingly, the Registrant’s
operating expenses for the three and six months ended June 30, 2010 are
expected to be substantially lower than reported for the three and six months
ended June 30, 2009. Operating expenses for the three and six months ended
June 30, 2010 are expected to be less than $1.0 million and less than
$2.7 million, respectively, compared to $2.0 million and
$14.4 million, respectively, for the three and six months ended
June 30, 2009. As a result of recording the value of financial instruments
issued in conjunction with the May 2010 financing, net loss for the three
months ended June 30, 2010 is expected to be higher than the net loss for
the three months ended June 30, 2009. Net loss for the three months ended
June 30, 2010 is expected to be less than $3.5 million compared to a
net loss for the three months ended June 30, 2009 of $2.0 million.
Net loss for the six months ended June 30, 2010 is expected to be less
than $5.2 million compared to a net loss for the six months ended
June 30, 2009 of $6.3 million.
Details related to the May 2010 financing were disclosed in a Form 8-K
filed with the Securities and Exchange Commission on May 28, 2010.
The foregoing contains forward-looking
statements regarding the Registrants anticipated financial
results for the three and six months ended June 30, 2010, which are preliminary and
subject to adjustment following completion of
quarterly review procedures. Actual results may differ from
forward-looking statements.
La Jolla Pharmaceutical Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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August 16, 2010 |
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By |
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/s/ Gail A. Sloan |
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