Poniard Pharmaceuticals, Inc. (NASDAQ: PARD) announced today that
it has filed a Form S-4 Registration Statement with the U.S.
Securities and Exchange Commission ("SEC") relating to its proposed
merger with ALLOZYNE, Inc., a privately held biotechnology company
focused on the development of bioconjugated protein therapeutics.
The definitive merger agreement was entered into on June 22, 2011.
The boards of directors of both companies have approved the merger
transaction, which is subject to customary closing conditions,
including approval by ALLOZYNE's and Poniard's respective
stockholders and receipt of approval for listing of the combined
company's common stock on The Nasdaq Capital Market.
"We believe that the proposed merger of Poniard and ALLOZYNE
will create a robust company with a multifaceted strategy and
presents a unique opportunity for creating long-term value for our
shareholders," said Ronald A. Martell, Chief Executive Officer of
Poniard. "With shareholder support for the merger and the necessary
reverse split of Poniard's common stock, we anticipate closing of
the transaction during the second half of 2011."
In addition to registering the shares of Poniard common stock to
be issued to the stockholders of ALLOZYNE in the merger, the
Registration Statement contains proxy materials for a special
meeting of Poniard shareholders. At that meeting, Poniard
shareholders will be asked to approve the issuance of Poniard
common stock and the resulting change of control of Poniard
pursuant to the merger agreement and the amendment of Poniard's
articles of incorporation to effect a reverse stock split of
Poniard's issued common stock, at a ratio of 1-for-25. Poniard will
need to implement the reverse stock split to obtain the listing of
the combined company on The Nasdaq Capital Market, which is one of
the conditions to the closing of the merger. Once the Registration
Statement is declared effective by the SEC, Poniard expects to set
a record date for shareholders entitled to notice of and to vote at
the special meeting as well as a meeting date.
Poniard also announced today that on July 19, 2011, it received
written notice from the Nasdaq Listing Qualifications Staff that
the Company's common stock will be delisted from The Nasdaq Capital
Market effective July 28, 2011, for failure to regain compliance
with the $1.00 minimum bid price requirement for continued listing
on The Nasdaq Capital Market. The Company has requested an oral
hearing before a Nasdaq Hearings Panel to appeal the determination
and present a plan to regain compliance with all applicable listing
requirements. The hearing request and hearing stay the delisting
pending the Panel's decision. There can be no assurance that the
Company's plan of compliance will be accepted by the Panel or that
the appeal otherwise will be successful.
As previously announced, on July 20, 2010, the Nasdaq Staff
notified the Company that the bid price of its common stock had
closed at less than $1.00 per share over the previous 30
consecutive business days and, as a result, did not comply with
Listing Rule 5450(a)(1). In accordance with Listing Rule
5810(c)(3)(A), the Company was provided 180 calendar days, or until
January 18, 2011, to regain compliance with the minimum bid price
requirement. On December 17, 2010, the Company transferred its
common stock listing to The Nasdaq Capital Market and subsequently,
on January 19, 2011, was afforded a second 180 calendar day
compliance period, or until July 18, 2011. The Company has not
regained compliance with the minimum bid price requirement.
As described in its definitive Proxy Statement filed with the
SEC on April 27, 2011, Poniard recently sought shareholder approval
of a proposal authorizing its Board of Directors to effect a
reverse stock split. On July 22, 2011, the Company adjourned the
annual meeting of shareholders with an insufficient number of
returned proxies and "FOR" votes to approve the reverse stock split
proposal. Of the Company's common shares outstanding and entitled
to vote at the annual meeting, approximately 49.2 percent returned
proxies. Among returned proxies, approximately 91.6 percent
(representing approximately 29.1 million votes) voted in favor of
the reverse stock split proposal. Approximately 0.9 percent of
total shares abstained, and approximately 7.5 percent of total
shares voted against the reverse stock split proposal. The
affirmative vote of a majority of the Poniard shares outstanding
and entitled to vote is required to approve a reverse stock split
under applicable law.
Important Additional Information
On July 25, 2011, Poniard filed a Registration Statement on Form
S-4, which includes a preliminary proxy
statement/prospectus/consent solicitation in connection with the
merger. Once declared effective by the SEC, the definitive proxy
statement/prospectus/consent solicitation included in the Form S-4
will be mailed to Poniard and ALLOZYNE shareholders. Investors and
security holders of Poniard and ALLOZYNE are urged to read the
definitive proxy statement/prospectus/consent solicitation, when it
becomes available, because it will contain important information
about Poniard, ALLOZYNE and the proposed transaction.
Investors and security holders of Poniard will be able to obtain
free copies of the definitive proxy statement/prospectus/consent
solicitation, when it becomes available, through the website
maintained by the SEC at www.sec.gov. Free copies of the definitive
proxy statement/prospectus/consent solicitation, when it becomes
available, and Poniard's other filings with the SEC also may be
obtained by contacting Poniard Pharmaceuticals, Inc., 750 Battery
Street, Suite 330, San Francisco, CA 94111, or accessed via
Poniard's website at www.poniard.com.
Poniard, and its respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies
from its shareholders in favor of the proposed transaction.
Information regarding the directors and executive officers of
Poniard and their interests in the proposed transaction will be
available in the definitive proxy statement/prospectus/information
statement, when it becomes available.
About Poniard Pharmaceuticals
Poniard Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products. For additional information please visit
http://www.poniard.com.
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 1994. Words such as "expect," "estimate,"
"project," "forecast," "anticipate," "may," "will," "can," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press release
include, without limitation, statements regarding corporate
strategy, forecasts of product development, the potential benefits
of the proposed merger, the anticipated effect of the proposed
reverse stock split, potential transaction timing, anticipated
future operations, and other matters that involve known and unknown
benefits, risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied in this press
release. Such risk include, among others: the failure of the
Poniard or ALLOZYNE stockholders to approve the merger, the failure
of the Poniard shareholders to approve the reverse stock split;
actions by the SEC or Nasdaq; Poniard's ability to satisfy Nasdaq
conditions for continued or initial listing of its common stock;
the failure of Poniard or ALLOZYNE to meet any of the conditions to
the closing of the merger; the failure to realize the anticipated
benefits of the merger or delay in realization thereof; the cash
positions of the parties at closing; the ability of the combined
company to obtain substantial additional financing on a timely
basis and on favorable terms; the difficulty of developing
biopharmaceutical products and obtaining regulatory or other
approvals; the uncertainty regarding market acceptance of any
products for which regulatory approval is obtained; whether certain
market segments grow as anticipated; the competitive environment in
the biopharmaceutical industry; the potential inability of either
party or the combined company to obtain, maintain, and enforce
patent and other intellectual property protection for its products,
discoveries and drug candidates; the success of ongoing and planned
development programs, preclinical studies and clinical trials; and
the ability of the combined company to enter into and maintain
collaborative arrangements on favorable terms. Actual results may
differ materially from those contained in the forward-looking
statements in this press release. Additional information concerning
these and other risk factors is contained in Poniard's Annual
Report on Form 10-K for the year ended December 31, 2010 and
Poniard's Quarterly Report on Form 10-Q for the quarter ended March
31, 2011. In addition, investors and security holders are also
urged to read carefully the risk factors set forth in the
definitive proxy statement/prospectus when it becomes
available.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Poniard undertakes no obligation to update any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. All forward-looking statements
are qualified in their entirety by this cautionary statement.
For Further Information: Media: David Pitts Argot Partners (212)
600-1902 Email Contact
Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
Historical Stock Chart
From May 2024 to Jun 2024
Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
Historical Stock Chart
From Jun 2023 to Jun 2024