MBRK Middlebrook Pharmaceuticals (MM)

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On December 3, 2009, MiddleBrook Pharmaceuticals, Inc. (“MiddleBrook”) issued a press release announcing a plan to reduce MiddleBrook’s workforce by approximately 32%. The restructuring plan includes a reduction in the number of MiddleBrook’s sales managers and field sales representatives to approximately 145 from about 225 and a reduction of its corporate staff by nine positions. The workforce reduction is part of a restructuring of MiddleBrook’s commercial organization designed to more aggressively preserve its financial resources. MiddleBrook commenced the notification of employees on December 1, 2009; the workforce reduction is expected to be completed by December 4, 2009.

MiddleBrook anticipates incurring aggregate restructuring charges of approximately $1.9 million, of which approximately $1.6 million relates to non-recurring employee termination charges for severance payments and benefits and approximately $300,000 of which relates to non-recurring exit costs, primarily related to vehicle lease termination expenses and write-off of the remaining net book value of certain laptop computers and associated software licenses. The majority of these charges are expected to be incurred during the fourth quarter of 2009, and approximately $1.75 million of the aggregate restructuring charge will result in future cash expenditures.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 1, 2009, MiddleBrook received notice from The Nasdaq Stock Market (“Nasdaq”) advising that for the last 30 consecutive business days, MiddleBrook’s listed securities have failed to maintain a minimum bid price of $1.00 per share, as required by Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Nasdaq further advised MiddleBrook that in accordance with the Nasdaq listing rules, MiddleBrook has a grace period of 180 calendar days, or until June 1, 2010, to regain compliance with the minimum bid price rule. Nasdaq stated that it will deem MiddleBrook to have regained compliance with this rule if, at any time during the respective grace period, MiddleBrook’s listed securities comply with the minimum bid price rule for a minimum of ten consecutive business days.

MiddleBrook intends to actively monitor its performance with respect to this listing standard and will consider available options to resolve the deficiencies and regain compliance with the Nasdaq rules. In the event MiddleBrook does not regain compliance prior to expiration of the grace period, Nasdaq stated that MiddleBrook will receive written notification that its securities are subject to delisting. MiddleBrook may, at that time, appeal Nasdaq’s determination to a Nasdaq Hearing Panel. Such an appeal, if granted, would stay delisting until a panel ruling is issued. Alternatively, MiddleBrook may choose to apply for transfer to the Nasdaq Capital Market, provided it satisfies the requirements for continued listing on that market. There can be no assurance that MiddleBrook will be able to reestablish or maintain compliance with listing criteria on either Nasdaq market or that an appeal, if taken, would be successful.

On December 3, 2009, MiddleBrook issued a press release announcing the receipt of the Nasdaq deficiency letter. A copy of the please release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) As part of the plan of restructuring and work force reduction, MiddleBrook terminated the employment of Beth A. Burnside, Senior Vice President, Regulatory Affairs, Compliance and Strategic Planning, effective December 4, 2009.

Item9.01 — Financial Statements and Exhibits.

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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.

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INDEX TO EXHIBITS

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