NASDAQ Notification Letter



 Exhibit 10.2 
 

 
 Sent via Electronic Delivery to: apearce@accentia.net; ssduffey@aol.com 
 August 13, 2008 
 Mr. Alan M. Pearce 
 Chief Financial Officer and Director 
 Accentia Biopharmaceuticals, Inc.

 324 South Hyde Park Ave., Suite 350 
 Tampa, FL 33606

  

			
	Re:	  	Accentia Biopharmaceuticals, Inc. (the “Company”)
		  	Nasdaq Symbol: ABPI

 Dear Mr. Pearce: 
 For the last 30 consecutive business days, the bid price of the Company’s common stock has closed below the
minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the “Rule”). Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until
February 9, 2009, to regain compliance.1 If, at anytime before February 9, 2009, the bid price of the Company’s common stock closes
at $1.00 per share or more for a minimum of 10 consecutive business days, Staff will provide written notification that it complies with the Rule.2 
 If compliance with this Rule cannot be demonstrated by February 9, 2009, Staff will
determine whether the Company meets The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 4310(c) 3, except for the
bid price requirement. If it meets the initial listing criteria, Staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, Staff will
provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Staff’s determination to delist its securities to a Listing Qualifications Panel (the “Panel”).4 
  

	 1
	 The 180 day period relates exclusively to the bid price deficiency. The Company may be delisted during the 180 day
period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period. 


  

	 2
	 Marketplace Rule 4310(c)(8)(E) states that, “Nasdaq may, in its discretion, require an issuer to maintain a bid
price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the issuer has demonstrated an ability to maintain long-term compliance. In
determining whether to monitor bid price beyond ten business days, Nasdaq shall consider the following four factors: (i) margin of compliance (the amount by which the price is above the $1.00 minimum standard); (ii) trading volume (a lack
of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and, (iv) the
trend of the stock price (is it up or down).” 


  

	 3
	 Please note that effective May 18, 2007, Marketplace Rule 4310(c) was amended. See SEC release No. 33-8791 or
follow http://www.complinet.com/nasdaq/display/display.html?rbid=1705&element_id=1010 to review the amended initial listing requirements for The Nasdaq Capital Market. 


  

	 4
	 Please note that if the Company appeals it will be asked to provide a plan to regain compliance to the Panel, and that
historically Panels have generally viewed a near-term reverse stock split as the only definitive plan acceptable to resolve a bid price deficiency. 









 Mr. Alan M. Pearce  
 August 13, 2008 
 Page 2 
 Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses
receipt of this letter and the Nasdaq rules upon which it is based.5 The Company must provide a copy of this announcement to Nasdaq’s
MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the “Hearings Department”) at least 10 minutes prior to its public dissemination.6 For your convenience, we have enclosed a list of news services.7 
 In the event the Company does not make the required public announcement, trading in your securities will be halted. 
 In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance. The indicator will be
displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for
such non-compliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter. 
 If you have any questions, please do not hesitate to contact me at +1 301 978 8085. 
  

	
	Sincerely,
	
	


	Jeffrey W. Preusse
	Associate Director
	Nasdaq Listing Qualifications

  

	cc:	Sam Duffey, Esq. (General Counsel, Accentia Biopharmaceuticals, Inc.) 

 Enclosures 
  

	 5
	 We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four
business days. See, SEC Release No. 34-49424. 


  

	 6
	 The notice should be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service
available at www.NASDAQ.net. The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are +1 301 978 4028 and +1 301 978 8080, respectively. 


  

	 7
	 The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not
satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. Nasdaq cannot render advice to the Company with respect to the format or content of the
public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating
that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)______ . 









 DIRECTORY OF NEWS SERVICES 
 News Media Outlets* 
  

					
	 Bloomberg Business News
 Newsroom
 400 College Road East
 P.O. Box 888
 Princeton, NJ 08540-0888
 Telephone: 609.750.4500
 Toll free: 800.444.2090
 Fax: 609.897.8394
 Email: release@Bloomberg.net
	  	 MarketWire
 5757 West Century
Boulevard.
 2nd Floor
 Los Angeles, CA 90045
 Telephone: 800.774.9473
 Fax: 310.846.3701
	  	 PrimeNewswireSM
 (A NASDAQ OMX Company)
 5200 West Century Boulevard
 Suite 470
 Los Angeles, CA
90045
 Telephone: 800.307.6627
 Fax: 310.642.6933
 Web:
 http://www.primenewswire.com

			
	 Business Wire 
 44 Montgomery Street
 39th Floor
 San Francisco, CA 94104
 Telephone: 415.986.4422
 Fax: 415.788.5335
	  	 PR Newswire 
 810 7th Avenue
 35th Floor
 New York, NY 10036
 Telephone: 800.832.5522
 Fax: 800.793.9313
	  	 Reuters 
 3 Times Square
 New York, NY 10036
 Telephone: 646.223.6000
 Fax: 646.223.6001

			
	 Dow Jones News Wire 
 Harborside Financial Center

 600 Plaza Two
 Jersey City, NJ 07311-3992
 Telephone: 201.938.5400
 Fax: 201.938.5600
	  		  	

  

	*	The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement through the
news media.