Apricus Biosciences Stockholders Approve Proposed Merger with Seelos Therapeutics, Inc.
2019年1月15日 - 9:00PM
Apricus Biosciences, Inc. (Nasdaq: APRI) has today reported that it
obtained stockholder approval as required pursuant to the terms of
the merger agreement with Seelos Therapeutics, Inc. and the related
securities purchase agreement with selected investors or necessary
under Nevada law, in order to complete the merger, the financing
and related matters. The Company announced that over 95% of
the votes cast were in favor of the merger with Seelos, over 85% of
the votes cast were in favor of the reverse stock split and over
75% of the votes cast were in favor of each other proposal.
“We are pleased that our responding stockholders
indicated their support of the merger with Seelos by an
overwhelming majority,” stated Richard W. Pascoe, Chief
Executive Officer. “We believe that this strategic combination with
Seelos is in the best interest of our stockholders, as it will
provide an opportunity to create value from a diversified pipeline
of late-stage clinical assets in areas of high unmet need, and we
will continue to work with Seelos management in the coming weeks to
complete the merger.”
About the Proposed Merger
Under the terms of the merger agreement, the
holders of Seelos’ outstanding capital stock immediately prior to
the merger will receive shares of common stock of Apricus upon
closing of the merger. On a pro forma and fully-diluted basis,
Seelos stockholders are expected to own approximately 85% of the
merged company and current Apricus stockholders are expected to own
approximately 15% of the merged company, subject to customary
adjustments of net cash upon closing.
Upon closing, current Apricus stockholders will
receive one Contingent Value Right (CVR) per share of Apricus
common stock owned. The CVR is comprised of the following
payments:
- CVR holders will be entitled to receive 90% of any cash
payments (or the fair market value of any non-cash payments)
exceeding $500,000 received, during a period of ten years from the
closing of the merger, based on the sale or out-licensing of the
Vitaros assets, including any milestone payments, less reasonable
transaction expenses, as fully described in the CVR Agreement that
will be entered into among Apricus, Seelos and the Rights
Agent.
In order to be eligible for the CVR, an Apricus
stockholder must be a holder of record at the close of business
immediately prior to the closing of the merger between Apricus and
Seelos.
The proposed merger has been unanimously
approved by the board of directors of each company and is expected
to close in January 2019, subject to certain customary closing
conditions.
Canaccord Genuity LLC is acting as exclusive
financial advisor and Latham & Watkins LLP is acting as legal
advisor to Apricus. Paul Hastings LLP is acting as legal advisor to
Seelos.
About Seelos Therapeutics,
Inc.
Seelos Therapeutics, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
advancement of novel therapeutics to address unmet medical needs
for the benefit of patients with central nervous system disorders.
The Company’s robust portfolio includes several late-stage clinical
assets targeting psychiatric and movement disorders, including
orphan diseases. Seelos is based in New York. For more information,
please visit our website: www.SeelosTx.com, the content of which is
not incorporated herein by reference.
About Apricus Biosciences,
Inc.
Apricus Biosciences, Inc. (APRI) is a
biopharmaceutical company historically focused on seeking to
advance innovative medicines in urology and rheumatology. For
more information, please visit our website: www.apricusbio.com, the
content of which is not incorporated herein by reference.
Forward-looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. For example, we are using forward-looking
statements when we discuss the structure, timing and completion of
the proposed merger; the combined company’s listing on Nasdaq after
closing of the proposed merger; the possibility that any
out-licensing of Vitaros assets will occur and that the conditions
to payment under the CVRs will be met; expectations regarding
ownership structure of the combined company; the future operations
of the combined company and its ability to successfully initiate
and complete clinical trials and achieve regulatory milestones and
related timing; the nature, strategy and focus of the combined
company; the development and commercial potential and potential
benefits of any product candidates of the combined company; and
that the product candidates have the potential to address critical
unmet needs of patients with serious diseases and conditions.
Apricus and Seelos may not actually achieve the plans, carry out
the intentions or meet the expectations or projections disclosed in
the forward-looking statements and you should not place undue
reliance on these forward-looking statements. Because such
statements deal with future events and are based on Apricus’
current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of
Apricus could differ materially from those described in or implied
by the statements in this press release, including: the risk that
the conditions to the closing of the transaction are not satisfied,
including the failure to timely or at all obtain stockholder
approval for the transaction; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Apricus
and Seelos to consummate the transaction; risks related to Apricus
ability to correctly manage its operating expenses and its expenses
associated with the transaction pending closing; risks related to
the market price of Apricus’ common stock relative to the exchange
ratio; unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger transaction; the uncertainties associated with the
clinical development and regulatory approval of product candidates
such as SLS-002, SLS-006, SLS-008, SLS-010 and SLS-012, including
potential delays in the commencement, enrollment and completion of
clinical trials; the potential that earlier clinical trials and
studies of Seelos’ product candidates may not be predictive of
future results; and the requirement for additional capital to
continue to advance these product candidates, which may not be
available on favorable terms or at all. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the those risks discussed under the heading
“Risk Factors” in Apricus’ annual report on Form 10-K filed with
the Securities and Exchange Commission (“SEC”) on March 1, 2018,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Apricus disclaims any intention or obligation to
update or revise any forward-looking statements, which speak only
as of the date hereof, whether as a result of new information,
future events or circumstances or otherwise.
Additional Information and Where to Find
It
This communication relates to a proposed
business combination between Apricus and Seelos. In connection with
this proposed business combination, on November 20, 2018, Apricus
filed a registration statement on Form S-4 with the SEC that
contains a joint proxy statement/prospectus and other relevant
documents concerning the proposed business combination. The
registration statement on Form S-4 was declared effective by the
SEC on November 20, 2018. Apricus mailed the joint proxy
statement/prospectus to its stockholders beginning on or around
November 20, 2018. INVESTORS AND SECURITY HOLDERS OF APRICUS AND
SEELOS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus and
other documents (when available) that Apricus files with the SEC at
the SEC’s website at www.sec.gov. In addition, these documents may
be obtained from Apricus free of charge by directing a request to
ir@apricusbio.com.
Participants in the
Solicitation
Apricus and Seelos, and each of their respective
directors and executive officers and certain of their other members
of management and employees, may be deemed to be participants in
the solicitation of proxies in connection with the proposed merger.
Information about Apricus’ directors and executive officers is
included in Apricus’ Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC on March 1, 2018, and the
definitive proxy statement for Apricus’ 2018 annual meeting of
stockholders, filed with the SEC on April 6, 2018. Additional
information regarding these persons and their interests in the
transaction are included in the proxy statement relating to the
merger filed with the SEC on November 20, 2018. These documents can
be obtained free of charge from the sources indicated above.
CONTACT: Richard
Pascoerpascoe@apricusbio.com(858) 222-8041
Apricus Biosciences, Inc. (NASDAQ:APRI)
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