SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number 000-14879
CUSIP Number 232824300
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_|Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of Registrant Cytogen Corporation
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Former name if applicable
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Address of principal executive office (Street and Number) 650 College Road East
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City, state and zip code Princeton, New Jersey 08540
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PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|X| (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or
before the fifth calendar day following the prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be
filed within the prescribed time period.
The Company is unable to timely file its Quarterly Report on Form 10-Q for
the Quarter Ended September 30, 2005 (the "Form 10-Q") without unreasonable
effort or expense. The management of the Company has been utilizing much of its
recent efforts in determining the accounting treatment for warrants to purchase
common stock issued in July 2005 and August 2005. The Form 10-Q is currently
being prepared and will be filed no later than the fifth calendar day following
the November 9, 2005 due date of the Form 10-Q.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Christopher P. Schnittker 609 750-8205
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Cytogen Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
CYTOGEN CORPORATION
Date: November 9, 2005 By: /s/ Christopher P. Schnittker
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Christopher P. Schnittker
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT A
PART IV
OTHER INFORMATION
For the three months ended September 30, 2005, the Company expects to report
total revenue of $3,551,000, an increase of $290,000 from revenue of $3,261,000
in the comparable quarter last year. For the nine months ended September 30,
2005, the Company expects to report total revenue of $11,701,000, an increase of
$887,000 from revenue of $10,814,000 in the comparable period last year. The
Company now expects to report that net loss and net loss per basic and diluted
share, for the three and nine months ended September 30, 2005, will be
materially less than it had previously announced on November 2, 2005. Such
change is due to a non-cash gain in the value of the warrants issued by the
Company in July 2005 and August 2005. The Company is in the process of
performing a Black-Scholes valuation analysis on such warrants and cannot
currently reasonably estimate the revised net loss and net loss per basic and
diluted share for the three and nine months ended September 30, 2005.