Leading BioSciences, Inc. (“LBS”), a late-stage biopharma company
advancing therapies for acute and chronic gastrointestinal
complications, today released a video message from its CEO, Dr. Tom
Hallam, to address the status of the proposed merger transaction
with Seneca Biopharma, Inc. (Nasdaq: SNCA) (“Seneca”). All
proposals, with the exception of Proposal #1, the reverse stock
split (the “Reverse Split Proposal”), have been approved by Seneca
stockholders. The Reverse Split Proposal requires a higher voting
threshold than the other proposals and is required to meet the
Nasdaq initial listing requirements. In order to solicit additional
votes for the Reverse Split Proposal, Seneca adjourned the virtual
Special Meeting until April 23, 2021 at 11:00 a.m. ET. Seneca
stockholders can attend the virtual Special Meeting by registering
at www.virtualshareholdermeeting.com/SNCA2021SM.
“We are pleased that five of the six proposals related to the
merger have been approved by Seneca stockholders. We are now
incredibly close to approving the proposed transaction. However, to
successfully approve the proposed transaction, we will need further
support from Seneca stockholders regarding the approval of Proposal
#1 related to the Reverse Split Proposal. We are very encouraged
that the Reverse Split Proposal has received the approval of a vast
majority of votes cast. We ask that Seneca stockholders vote to
support the Reverse Split Proposal in the upcoming adjourned
virtual Special Meeting that will reconvene on April 23, 2021,”
said Tom M. Hallam, Ph.D., Chief Executive Officer of Leading
BioSciences.
“As Seneca stockholders consider their decision, we want to
reiterate that LBS, Seneca, and a leading proxy advisory firm, ISS,
all recommend voting in support of the Reverse Split Proposal.
Further, we remain fully confident that this transaction represents
a compelling opportunity for stockholders. The combined company,
Palisade Bio, will be well-positioned to advance novel drugs that
can potentially improve the lives of millions of patients,”
concluded Dr. Hallam.
Seneca stockholders are urged to
vote in support of the Reverse Split Proposal at the virtual
Special Meeting of Stockholders on April 23, 2021
Recently the management of Seneca and LBS have provided
Stockholders with additional information regarding the proposed
transaction. Links to access these communications are provided
below:
- On April 12, 2021, LBS issued a short video message from its
CEO, Dr. Tom Hallam, urging Seneca stockholders to vote for the
Reverse Split Proposal, which can be accessed on LBS’s website
(https://leadingbiosciences.com/) or via the following links on
Vimeo https://vimeo.com/535944696 and YouTube
(https://youtu.be/ge5xRj_aLV8).
- Answers to frequent inquiries concerning the reverse stock
split in a press release.
- Highlights of the investment thesis for the proposed merger in
a video message and press release
Each of your votes matter 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 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, 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 filings with the SEC, including its 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. Except as required by applicable law, we
do not assume any obligation to update any forward-looking
statements.
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