Leading BioSciences Releases Video Message Highlighting Compelling Investment Thesis of Proposed Merger with Seneca Biopharma...
02 Abril 2021 - 12:35PM
Leading BioSciences, Inc. (“LBS”), a late-stage biopharma company
advancing therapies for acute and chronic gastrointestinal (GI)
complications, today released a video message from its CEO, Tom
Hallam, highlighting the many compelling attributes of the proposed
merger with Seneca Biopharma, Inc. (Nasdaq: SNCA) (“Seneca”).
Seneca stockholders are urged to vote in support of the proposed
merger at Seneca's upcoming Special Meeting scheduled for Friday,
April 9, 2021, at 11:00 a.m. (Eastern Time), which will be held
virtually at www.virtualshareholdermeeting.com/SNCA2021SM.
“Based on feedback we’ve received from Seneca stockholders, we
understand many have been disappointed with that company’s stock
performance and long term value degradation. We’re releasing the
video message today to highlight the merits of the proposed merger
so Seneca’s stockholders have a clear understanding of the
substantial market opportunity for the combined company, which is
to be named Palisade Bio,” said Tom M. Hallam, Ph.D., Chief
Executive Officer of Leading BioSciences. “The merger provides a
compelling opportunity for Seneca’s stockholders to maximize the
value of their investment through Palisade Bio while maintaining a
considerable 80% interest in the potential upside of Seneca’s
legacy assets through the Contingent Value Right, or CVR, which
Seneca negotiated as part of the transaction.”
The short video message can be accessed on Leading Bio’s website
(https://leadingbiosciences.com/) or via the following links
(https://vimeo.com/532058073 and https://youtu.be/tSXRT_-yaJQ)
Each of your votes matters and is
important no matter how many shares you own
How to Vote
Stockholders who need assistance in submitting their
proxy or voting their shares should call Seneca’s proxy solicitor,
Kingsdale Advisors toll-free at 1-855-682-2019 or collect at
1-416-867-2272 and one of their agents would be happy to help you
vote over the phone.
About Leading BioSciences, Inc.LBS is
developing novel therapeutics designed to improve human health
through therapeutic protection of the gastrointestinal (GI) mucosal
barrier. LBS's initial focus is combatting the interruption of GI
function (ileus) following major surgery in order to reduce
recovery times and shorten the duration of patient hospital stays.
Additionally, LBS believes that its investigational therapies have
the potential to prevent the formation of postoperative adhesions
(reducing hospital re-admissions and additional surgeries), as well
as to address the myriad health conditions and complications
associated with chronic disruption of the GI mucosal barrier.
About Seneca Biopharma, Inc.Seneca Biopharma,
Inc., is a clinical-stage biopharmaceutical company developing
novel treatments for diseases of high unmet medical need.
On December 17, 2020, Seneca announced that it had
entered into a definitive Merger Agreement with Leading
BioSciences, Inc. (LBS), a privately held company focused on
developing novel therapeutics to improve human health through
therapeutic protection of the gastrointestinal mucosal barrier.
Pursuant to the Merger Agreement, Seneca is seeking to
sell off its rights to NSI-566. Upon completion of the merger,
the company is expected to operate under the name Palisade Bio,
Inc. and trade on the Nasdaq Capital Market under the ticker symbol
PALI.
No Offer or SolicitationThis communication will
not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor
will there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities in connection with the
proposed merger shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Important Additional Information Will be Filed with the
SECIn connection with the proposed transactions between
LBS and Seneca, Seneca filed a registration
statement on Form S-4 that contained a proxy statement and
prospectus with the Securities Exchange Commission ("SEC")
on December 23, 2020. The registration statement was declared
effective on February 11, 2021 and the proxy statement
was mailed to the Seneca stockholders on or
about February 12, 2021. This communication is not a
substitute for the registration statement or the proxy statement or
any other documents that Seneca may file with the SEC or
send to its stockholders in connection with the proposed
transactions. BEFORE MAKING ANY VOTING
DECISION, SENECA URGES INVESTORS AND STOCKHOLDERS TO READ
THESE MATERIALS, THE REGISTRATION STATEMENT, PROXY STATEMENT, AND
PROSPECTUS, AS MAY BE AMENDED, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SENECA, THE
PROPOSED TRANSACTION AND RELATED MATTERS.
You may obtain free copies of the registration statement, proxy
statement and all other documents filed or that will be filed with
the SEC regarding the proposed transaction at the website
maintained by the SEC at www.sec.gov. The registration
statement and proxy statement are available free of charge
on Seneca's website at www.senecabio.com, by
contacting Seneca's Investor Relations by phone at (301)
366-4960, or by electronic mail at investor@senecabio.com.
Investors and stockholders are urged to read the registration
statement, proxy statement, prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction.
Participants in the SolicitationSeneca and
LBS, 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 transaction. Information
about Seneca's directors and executive officers is
included in Seneca's Annual Report on Form 10-K for the
year ended December 31, 2019, filed with the SEC on March
27, 2020, the registration statement, proxy statement, and
prospectus filed with the SEC on February 9, 2021. These
documents can be obtained free of charge from the sources indicated
above.
Cautionary Statement Regarding Forward Looking
Information:This news release contains "forward-looking
statements" made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements relate to future, not past, events and
may often be identified by words such as "expect," "anticipate,"
"intend," "plan," "believe," "seek" or "will." Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain. Specific risks and uncertainties that could
cause our actual results to differ materially from those expressed
in our forward-looking statements include risks inherent in the
development and commercialization of potential products,
uncertainty of clinical trial results or regulatory approvals or
clearances, need for future capital, dependence upon collaborators
and maintenance of our intellectual property rights. Actual results
may differ materially from the results anticipated in these
forward-looking statements. Additional information on potential
factors that could affect our results and other risks and
uncertainties are detailed from time to time
in Seneca's periodic reports filed with the SEC,
including its Annual Report on Form 10-K for the year
ended December 31, 2019, its Quarterly Reports on Form 10-Q as
well as and in other reports filed with the SEC. Except as required
by applicable law, we do not assume any obligation to update any
forward-looking statements.
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