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) September 24, 2002 INCARA PHARMACEUTICALS CORPORATION ---------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 0-27410 56-1924222 --------------- ---------- (Commission File Number) (IRS Employer ID Number) P.O. Box 14287 79 T. W. Alexander Drive 4401 Research Commons, Suite 200 Research Triangle Park, North Carolina 27709 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (919) 558-8688 -------------- Item 5. Other Events and Regulation FD Disclosure On September 24, 2002, Incara Pharmaceuticals Corporation received notice from the Nasdaq Listing Qualifications Panel of its determination to delist Incara's common stock from the Nasdaq National Market at the opening of trading on September 25, 2002 because of Incara's failure to meet the minimum bid price, minimum market value of publicly held securities and minimum net tangible assets requirements. Incara's common stock will now be traded on the OTC Bulletin Board under the symbol, "INCR." Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 Press release dated September 25, 2002 announcing the Nasdq delisting 2 SIGNATURE 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 thereunto duly authorized. INCARA PHARMACEUTICALS CORPORATION Date: September 25, 2002 /s/ RICHARD W. REICHOW ----------------------------------- Richard W. Reichow, Executive Vice President and Chief Financial Officer 3