Notification of Late Filing

:

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

  
   
   
   

SEC FILE NUMBER

000-29089

   
   

CUSIP NUMBER

037032109

 

(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, 2007
  ¨  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:                                                                  

 

 

Read Instruction (on back page) 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

 

Antigenics Inc.
Full Name of Registrant
 
Former Name if Applicable
162 Fifth Avenue, Suite 900
Address of Principal Executive Office (Street and Number)
New York, NY 10010
City, State and Zip Code

 

PART II — RULES 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)

 

x   

   (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (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 fifteenth 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant has been working diligently to complete its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 (the “Form 10-Q”). However, the Registrant and the Registrant’s independent registered public accountants have not completed their final review of the Form 10-Q, particularly with respect to the treatment of our September 10, 2007, issuance of preferred stock. We expect the accounting for this issuance in the Form 10-Q, when filed, will differ from that reflected in our earnings release filed on Form 8-K on November 1, 2007. As a result, the Registrant is unable to complete and file its Form 10-Q by the prescribed filing date without unreasonable effort and expense. The Registrant continues to dedicate significant resources to the review of the financial statements and the Form 10-Q, and currently anticipates filing the Form 10-Q on or before November 16, 2007.

PART IV—OTHER INFORMATION

 

  (1) Name and telephone number of person to contact in regard to this notification.

 

Shalini Sharp

  

(212)

  

994-8200

(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 answer is no, identify report(s). Yes x    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? Yes ¨    No x

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.

ANTIGENICS INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 9, 2007

By  /s/  Shalini Sharp                    

        Name: Shalini Sharp

        Title: Chief Financial Officer