Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) today provided
additional information concerning the proposals to be considered at
its adjourned 2020 annual meeting of stockholders, which will
resume on September 3, 2020 at 10:00 a.m. Pacific Time. The
proposals, described as Proposals 2 and 3 in the company’s
definitive proxy statement filed with the Securities and Exchange
Commission on July 11, 2020, as supplemented by any supplements or
amendments thereto, are (i) to approve an amendment to the
company’s restated certificate of incorporation to increase the
number of authorized shares of common stock (the “increase in
authorized shares proposal”), and (ii) to approve an amendment to
the company’s restated certificate of incorporation to implement a
reverse stock split of the outstanding common stock, if the board
of directors in its discretion determines to implement a reverse
stock split before December 31, 2020 (the “reverse split
proposal”).
While management continues to recommend that shareholders
approve both Proposals 2 and 3, the company intends to take the
actions described below under the following scenarios:
- If both Proposal 2 and 3 are approved - the company will amend
its restated certificate of incorporation to authorize an
additional 100 million shares of common stock, as described in
Proposal 2 but does not intend to also implement a reverse stock
split as described in Proposal 3.
- If Proposal 2 is approved and Proposal 3 is not approved - the
company will amend its restated certificate of incorporation to
authorize an additional 100 million shares of common stock, as
described in Proposal 2 and will not implement a reverse stock
split as described in Proposal 3.
- If Proposal 3 is approved and Proposal 2 is not approved – as
described in the company’s proxy statement, pursuant to its
February 2020 securities purchase agreement with certain investors
(the “February agreement”), the company will implement a reverse
stock split promptly after the meeting and will determine the ratio
of the reverse stock split as described in the proxy
statement.
- If neither Proposal 2 or 3 is approved – as described in the
proxy statement, under the February agreement the company agreed to
call additional meetings of stockholders each four months after the
initial meeting at which the proposals were considered, to seek
stockholder approval of at least one of the proposals until the
date that stockholder approval is obtained.
The adjourned meeting will be a completely "virtual" meeting of
stockholders, and stockholders will be able to listen and
participate in the virtual meeting as well as vote and submit
questions during the live webcast of the meeting by visiting
www.virtualshareholdermeeting.com/ADMP2020. To participate in
the virtual meeting, stockholders will need the control number
found on their proxy card or in the instructions that accompanied
their proxy materials. Only stockholders of record on the
record date of June 23, 2020, are entitled to vote.
Stockholders who have previously submitted their proxy or
otherwise voted with respect to the proposals to be considered at
the adjourned meeting and who do not want to change their vote need
not take any action.
As described in the proxy statement, a
stockholder may use one of the following methods to vote before the
September 3, 2020 adjourned meeting with respect to Proposal 2 and
Proposal 3:
Voting by Telephone, 1-800-690-6903, or Internet,
www.proxyvote.com: If you are a holder of record of
shares, you can choose to vote by telephone or by Internet.
You can vote by telephone by calling the toll-free telephone number
on your proxy card, 1-800-690-6903. The website for Internet
voting is http://www.proxyvote.com and it is also listed
on the proxy card. Please have your proxy card, which
includes your stockholder control number, handy when you call or go
online. Telephone and Internet voting facilities for
stockholders of record will close with respect to the adjourned
meeting at 11:59 p.m., Eastern Standard Time, on September 2,
2020. If you hold your shares beneficially in street name,
the availability of telephonic or Internet voting will depend on
the voting process of your broker, trustee or other nominee.
Please check with your broker, trustee or other nominee and follow
the voting procedures your broker, trustee or other nominee
provides to vote your shares.
Voting Via the Virtual Annual Meeting
Website. To vote during the virtual Meeting, follow
the instructions posted
at www.virtualshareholdermeeting.com/ADMP2020.
Vote by Mail: Stockholders of record
(that is, if you hold your stock in your own name) may sign and
date the proxy card you receive and return it in the enclosed
stamped, self-addressed envelope.
If your shares are held in the name of a bank, broker, trustee
or other nominee holder of record (i.e., in “street name”), you
should follow the instructions from the holder of record that you
must follow in order for your shares to be voted. The company
encourages any stockholder whose shares are held in street name to
contact their bank, broker, trustee or other nominee.
Telephone and Internet voting generally will be offered to
stockholders owning shares through most banks and brokers by
following the instruction form provided to you by your broker,
bank, trustee, or other nominee.
Important Information
In connection with the solicitation of proxies, on July 10,
2020, Adamis Pharmaceuticals Corporation filed a definitive proxy
statement with the Securities and Exchange Commission (the “SEC”)
in connection with the Company’s 2020 annual meeting of
stockholders, and filed a Supplement No. 1 to the Proxy Statement
with the SEC on August 7, 2020. The company’s
stockholders are strongly advised to read the definitive proxy
materials, as supplemented or amended, and any other relevant
solicitation materials filed by the company with the SEC before
making any voting or investment decision because these documents
contain important information. The company’s proxy
statement and any other materials filed by the company with the SEC
can be obtained free of charge at the SEC’s web site
at www.sec.gov. The company’s proxy statement, notice of
annual meeting, and annual report to shareholders are available
free of charge on the company’s website at
http://www.adamispharmaceuticals.com. The contents of the
website referenced above are not deemed to be incorporated by
reference into the proxy statement.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, respiratory and inflammatory disease. The company’s
SYMJEPI (epinephrine) Injection products are approved by the FDA
for use in the emergency treatment of acute allergic reactions,
including anaphylaxis. Adamis’ naloxone injection product
candidate, ZIMHI, for the treatment of opioid overdose is currently
under FDA review. Adamis is developing additional products,
including treatments for acute respiratory diseases, such as
COVID-19, influenza, asthma and COPD. The company’s
subsidiary, U.S. Compounding, Inc., compounds sterile prescription
drugs, and certain nonsterile drugs for human and veterinary use by
hospitals, clinics, surgery centers, and vet clinics throughout
most of the United States.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to a number of risks and uncertainties. Readers
are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date on which they are made
and reflect management’s current estimates, projections,
expectations and beliefs. Certain of these risks,
uncertainties, and other factors are described in greater detail in
Adamis’ filings from time to time with the SEC, including its
annual report on Form 10-K for the year ended December 31,
2019, and our subsequent filings with the SEC, which
Adamis strongly urges you to read and consider, all of which are
available free of charge on the SEC's web site
at http://www.sec.gov. Except to the extent required by
law, any forward-looking statements in this press release speak
only as the date of this press release, and Adamis expressly
disclaims any obligation to update any forward-looking
statements.
Contacts:Mark FlatherSenior
Director, Investor Relations& Corporate CommunicationsAdamis
Pharmaceuticals Corporation(858)
412-7951mflather@adamispharma.com
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