GERMANTOWN, Md., April 12, 2021 /PRNewswire/ -- Seneca Biopharma,
Inc. (Nasdaq: SNCA) ("Seneca"
or the "Company"), announced the preliminary voting results of its
Special Meeting of Stockholders on April 9,
2021. At the Special Meeting, Seneca asked stockholders to approve six
proposals related to its proposed merger transaction with Leading
BioSciences, Inc. ("LBS"), a biopharma company advancing therapies
for acute and chronic gastrointestinal complications. All
proposals, with the exception of proposal #1 for a reverse stock
split (the "Reverse Split Proposal"), were approved by Seneca stockholders. In order to solicit
additional votes for the Reverse Split Proposal, the Special
Meeting was adjourned only with respect to the Reverse Split
Proposal until April 23, 2021 at
11:00 AM ET and will be held
virtually
at www.virtualshareholdermeeting.com/SNCA2021SM. The
Reverse Split Proposal requires a higher voting threshold than the
other proposals.
For more information on the proposals, see the Company's Proxy
Statement dated February 11,
2021. The following table summarizes the preliminary voting
results of the Special Meeting of Stockholders held on April 9, 2021 for the proposals that were
approved.
Item
|
Vote
Results
|
% Votes
For
|
Proposal #2: Issuance
of shares of Seneca Common Stock
|
Approved
|
88.45%
|
Proposal #3: Palisade
Bio, Inc. 2021 Equity Incentive Plan
|
Approved
|
62.19%
|
Proposal #4: Palisade
Bio, Inc. 2021 Employee Stock Purchase Plan
|
Approved
|
65.25%
|
Proposal #5:
Compensation payable to Seneca's executive officers
|
Approved
|
84.21%
|
Proposal #6:
Adjournment of the Seneca virtual Special Meeting
|
Approved
|
84.49%
|
|
|
|
Seneca
stockholders are urged to vote in support of the reverse stock
split (proposal #1) in the upcoming Special Meeting of
Stockholders
Seneca stockholders as of the
close of business on February 9,
2021, the record date for the Special Meeting, are eligible
to vote and attend the virtual Special Meeting that will reconvene
on April 23, 2021. The parties to the
proposed merger transaction reiterate that they are all fully
supportive of the proposed merger. Institutional Shareholder
Services (ISS), a leading proxy advisory firm, has also endorsed
the merger transaction. Seneca
believes that the completion of the merger transaction provides a
compelling opportunity to maximize value for Seneca stockholders by participating in the
growth of the combined company, Palisade Bio. As such, Seneca stockholders are strongly encouraged to
vote in support of Proposal #1, the Reverse Split Proposal, which,
as of the date of the Special Meeting held on April 9, 2021, had overwhelming support with more
than 85% of votes cast in favor. Approval of proposal #1 is
necessary for the combined company to meet the Nasdaq Capital
Market initial listing requirements for such a transaction.
To assist stockholders with voting, the management of
Seneca and LBS have:
- Provided answers to frequent inquiries concerning the reverse
stock split in a press release
- Highlighted the compelling investment thesis of proposed merger
in a recent video message and press release disseminated by
LBS
- Today, LBS released a second video message from its CEO, urging
Seneca stockholders to vote for
proposal #1
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 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.
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.
No Offer or Solicitation
This 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
SEC
In 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 Solicitation
Seneca 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,
2020, filed with the SEC on March 22,
2021, 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, 2020, 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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SOURCE Seneca Biopharma, Inc.