• SEC Filings

As previously reported, on June 28, 2017, Orexigen Therapeutics, Inc. (the “Company,” “us” or “we”) received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) notifying us (i) that the Company did not meet the continuing listing requirements of NASDAQ Marketplace Rule 5450(b)(2)(A) (the “Market Value Standard”), which requires that we maintain a minimum market value of listed securities of at least $50 million for the previous 30 consecutive trading days, and (ii) that we had 180 calendar days in which to regain compliance. NASDAQ further informed us on June 28, 2017 that the Company also did not meet the alternative continued listing requirements of NASDAQ Marketplace Rule 5450(b)(3)(A) (the “Total Assets/Total Revenue Standard”), which requires that we have total assets and total revenues of at least $50 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.

On December 27, 2017, we received a second letter from NASDAQ stating that the Company had not regained compliance with the Market Value Standard within the 180-day period and that, unless we requested an appeal to a hearings panel by January 3, 2018, the Company’s common stock would be suspended at the opening of business on January 5, 2018 and removed from listing and registration on the NASDAQ Stock Market. We intend to request a hearing before January 3, 2018 to appeal the delisting determination, which we expect will stay any delisting action and allow for continued listing of the Company’s common stock on the NASDAQ Global Select Market until the hearings panel renders a decision.

We currently expect that, either prior to or in connection with any hearing, the Company will qualify for continued listing to the Total Assets/Total Revenue Standard. In the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2017, we reported total assets of $183.7 million as of September 30, 2017 and total revenues of $61.4 million for the nine months ended September 30, 2017. Accordingly, we expect to report in the Company’s annual report for the year ended December 31, 2017, total assets of at least $50 million as of December 30, 2017 and total revenues of at least $50 million for the 12 months ending December 31, 2017.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements, including, but not limited to, statements related to the Company’s intention to request a hearing and its expectations regarding receiving a stay of any delisting action until the hearing panel’s decision, the Company’s financial results for fiscal year 2017, and its ability to qualify for continued listing to the Total Assets/Total Revenue Standard.These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described therein, including, without limitation, those risks and uncertainties set forth in the Company’s filings with the U.S. Securities and Exchange Commission.There can be no guarantee that the Company will be successful in regaining compliance with any of the continued listing requirements and maintaining its listing of common stock on the NASDAQ Global Select Market.The forward-looking statements are applicable only as of the date on which they are made, and the Company does not assume any obligation to update any forward-looking statements.

About OREXIGEN THERAPEUTICS, Inc. (NASDAQ:OREX)

Orexigen Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the treatment of obesity. The Company’s product, Contrave, is approved in the United States by the United States Food and Drug Administration as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kilograms per square meter or greater (obese) or 27 kilograms per square meter or greater (overweight) in the presence of a weight-related comorbid condition. Contrave is a combination of generic drug components, each of which has received regulatory approval for other indications and has been commercialized in the United States and in a range of member countries of the European Union. Contrave regulates appetite and energy expenditure through central nervous system (CNS) activity. Contrave is a fixed dose combination of bupropion hydrochloride (HCl) extended release (ER) and naltrexone HCl ER.