8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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): October 31, 2008

Memory Pharmaceuticals Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-50642	04-3363475
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
100 Philips Parkway, Montvale, New Jersey		07645
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (201) 802 - 7100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 31, 2008, Memory Pharmaceuticals Corp. (the "Registrant") issued a press release announcing that it has received notice from the NASDAQ Listing Qualifications Panel that the Panel has granted the Registrant’s request for an extension until December 3, 2008 to comply with the NASDAQ Capital Market minimum market capitalization requirement of $35.0 million or the alternative requirement of $2.5 million in stockholders’ equity in order to remain listed. The Registrant received the notice on October 31, 2008. A copy of the press release that includes this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On October 28, 2008, the Registrant announced that the Panel had approved the transfer of the listing of the Registrant’s common stock to The NASDAQ Capital Market effective with the opening of trading on October 28, 2008, subject to an extension through October 31, 2008 for the Registrant to comply with the NASDAQ Capital Market minimu m market capitalization requirement of $35 million or the alternative requirement of $2.5 million in stockholders’ equity.

In addition, in its letter, the Panel notified the Registrant that as a result of the bid price moratorium announced by the NASDAQ Stock Market on October 16, 2008, in the event the Registrant achieves compliance with the other continued listing requirements of the NASDAQ Capital Market, the Registrant will have through February 2, 2009 to comply with the $1.00 minimum bid price requirement of The NASDAQ Capital Market.

There can be no assurance that the Company will achieve compliance by the specified deadlines.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated October 31, 2008.

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.

	Memory Pharmaceuticals Corp.
November 3, 2008	By:	/s/ Jzaneen Lalani
		Name: Jzaneen Lalani
		Title: General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 31, 2008

EX-99.1

For More Information:
Jzaneen Lalani General Counsel (201) 802-7249	Laura Perry LMP Investor Relations Inc. (646) 719-1055

Memory Pharmaceuticals Granted Extension to Comply with NASDAQ Listing Requirements

MONTVALE, N.J., October 31, 2008 — Memory Pharmaceuticals Corp. (Nasdaq: MEMY) today announced that the NASDAQ Listing Qualifications Panel has granted the Company’s request for an extension until December 3, 2008 to comply with the NASDAQ Capital Market minimum market capitalization requirement of $35 million or the alternative requirement of $2.5 million in stockholders’ equity in order to remain listed. There can be no assurance that the Company will achieve compliance by the specified deadline.

About the Company

Memory Pharmaceuticals Corp., a biopharmaceutical company, is focused on developing innovative drugs for the treatment of debilitating CNS disorders, many of which exhibit significant impairment of memory and other cognitive functions, including Alzheimer’s disease and, schizophrenia. For additional information, please visit our website at http://www.memorypharma.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements, other than statements of historical facts, regarding management’s expectations, beliefs, goals, plans or Memory Pharmaceuticals’ prospects, future financial position, future revenues and projected costs should be considered forward-looking. Readers are cautioned that actual results may differ materially from projections or estimates due to a variety of important factors, including the outcome of clinical trials of Memory Pharmaceuticals’ drug candidates and whether they demonstrate these candidates’ safety and effectiveness; the risks and uncertainties associated with: obtaining additional financing to support Memory Pharmaceuticals’ R&D and clinical activities and operations; obtaining regulatory approvals to conduct clinical trials and to commercialize Memory Pharmaceuticals’ drug candidates; Memory Pharmaceuticals’ ability to enter into and maintain collaborations with third parties for its drug development programs; Memory Pharmaceuticals’ dependence on its collaborations and its license relationships; achieving milestones under Memory Pharmaceuticals’ collaborations; Memory Pharmaceuticals’ dependence on preclinical and clinical investigators, preclinical and clinical research organizations, manufacturers and consultants; protecting the intellectual property developed by or licensed to Memory Pharmaceuticals; and Memory Pharmaceuticals’ ability to maintain listing on the Nasdaq Capital Market. These and other risks are described in greater detail in Memory Pharmaceuticals’ filings with the Securities and Exchange Commission. Memory Pharmaceuticals may not actually achieve the goals or plans described in its forward-looking statements, and investors should not place undue reliance on these statements. Memory Pharmaceuticals disclaims any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.