ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced an
update to the previously announced final amount of the special cash
dividend (the “Special Dividend”), which will now equal $1.613 per
share of ARCA’s common stock, payable on August 28, 2024, to ARCA’s
stockholders of record as of August 26, 2024. The Special Dividend
was declared by ARCA’s Board of Directors on August 16, 2024, in
connection with the previously announced merger (the “Merger”) with
Oruka Therapeutics, Inc. (“Oruka”), pursuant to the Agreement and
Plan of Merger and Reorganization, dated April 3, 2024 (the “Merger
Agreement”). The exact amount of the Special Dividend was
calculated in accordance with the Merger Agreement and based on
ARCA’s reasonable, good faith approximation of the amount by which
ARCA’s net cash, as determined prior to the closing of the Merger,
will exceed $5,000,000.
Because the Special Dividend exceeds 25% of ARCA’s stock price
on the declaration date, it is subject to an ex-dividend date of
one business day after the payment date pursuant to the rules of
The Nasdaq Stock Market LLC (“Nasdaq”). Accordingly, Nasdaq has set
August 29, 2024 as the ex-dividend date for the Special Dividend.
In addition, ARCA understands that trades of ARCA’s common stock
entered into during the due bill period beginning August 25, 2024
(the business day before the record date for the Special Dividend)
and through August 28, 2024 (the “Due Bill Period”) will have a due
bill attached for the Special Dividend. Due bills obligate sellers
of ARCA common stock to deliver the Special Dividend to the buyer.
This means that persons who purchase ARCA common stock during the
Due Bill Period (even if the trade will settle after the Due Bill
Period) are entitled to receive the Special Dividend, and persons
who sell the stock during the Due Bill Period (even if the trade
will settle after the Due Bill Period) are not entitled to the
Special Dividend. Accordingly, if an investor wishes to receive the
Special Dividend, the investor will need to hold the securities
through and including the payment date of August 28, 2024.
The due bill obligations are settled customarily between the
brokers representing the buyers and sellers of the stock. Buyers
and sellers of ARCA common stock should consult with their broker
before trading to ensure they understand the effect of Nasdaq’s due
bill procedures. ARCA has no obligations for either the amount of
the due bill or the processing of the due bill.
As previously announced, the closing of the Merger is expected
to occur on August 29, 2024, assuming the satisfaction or waiver of
all conditions under the Merger Agreement.
About ARCA biopharma
ARCA biopharma is dedicated to developing genetically and other
targeted therapies for cardiovascular diseases through a precision
medicine approach to drug development. For more information, please
visit www.arcabio.com or follow the company on
LinkedIn.
About Oruka Therapeutics
Oruka Therapeutics is developing novel biologics designed to set
a new standard for the treatment of chronic skin diseases. Oruka’s
mission is to offer patients suffering from chronic skin diseases
like plaque psoriasis the greatest possible freedom from their
condition by achieving high rates of complete disease clearance
with dosing as infrequently as one or twice a year. Oruka is
advancing a proprietary portfolio of
potentially best-in-class antibodies that were engineered
by Paragon Therapeutics and target the core mechanisms underlying
plaque psoriasis and other dermatologic and inflammatory diseases.
For more information, visit www.orukatx.com.
Forward-Looking Statements
This communication contains forward-looking statements
(including within the meaning of Section 21E of the Exchange
Act and Section 27A of the Securities Act) concerning ARCA,
Oruka, the proposed transactions and other matters. These
forward-looking statements include express or implied statements
relating to the structure, timing and completion of the proposed
Merger; the combined company’s listing on Nasdaq after closing of
the proposed Merger; expectations regarding the ownership structure
of the combined company; the expected executive officers and
directors of the combined company; each company’s and the combined
company’s expected cash position at the closing of the proposed
Merger (including completion of Oruka’s private placement) and cash
runway of the combined company; the expected contribution and
payment of dividends in connection with the Merger, including the
timing thereof; the future operations of the combined company; the
nature, strategy and focus of the combined company; the development
and commercial potential and potential benefits of any product
candidates of the combined company; anticipated preclinical and
clinical drug development activities and related timelines,
including the expected timing for data and other clinical results;
the combined company having sufficient resources to advance its
pipeline candidates; and other statements that are not historical
fact. The words “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “will,”
“would” and similar expressions (including the negatives of these
terms or variations of them) may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These forward-looking statements
are based on current expectations and beliefs concerning future
developments and their potential effects. There can be no assurance
that future developments affecting ARCA, Oruka, including the
pre-closing private financing, or the Merger will be those that
have been anticipated.
The forward-looking statements contained in this communication
are based on current expectations and beliefs concerning future
developments and their potential effects and therefore subject to
other risks and uncertainties. These risks and uncertainties
include, but are not limited to, risks associated with the possible
failure to satisfy the conditions to the closing or consummation of
the Merger risks associated with the potential failure to complete
the financing transaction in a timely manner or at all, risks
associated with the uncertainty as to the timing of the
consummation of the Merger and the ability of each of ARCA and
Oruka to consummate the transactions contemplated by the Merger,
risks associated with ARCA’s continued listing on Nasdaq until
closing of the Merger, the failure or delay in obtaining required
approvals from any governmental or quasi-governmental entity
necessary to consummate the Merger; the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the Merger prior to the closing or consummation
of the Merger, risks associated with the possible failure to
realize certain anticipated benefits of the Merger, including with
respect to future financial and operating results; the effect of
the completion of the Merger on the combined company’s business
relationships, operating results and business generally; risks
associated with the combined company’s ability to manage expenses
and unanticipated spending and costs that could reduce the combined
company’s cash resources; risks related to the combined company’s
ability to correctly estimate its operating expenses and other
events; changes in capital resource requirements; risks related to
the inability of the combined company to obtain sufficient
additional capital to continue to advance its product candidates or
its preclinical programs; the outcome of any legal proceedings that
may be instituted against the combined company or any of its
directors or officers related to the Merger Agreement or the
transactions contemplated thereby; the ability of the combined
company to obtain, maintain and protect its intellectual property
rights, in particular those related to its product candidates; the
combined company’s ability to advance the development of its
product candidates or preclinical activities under the timelines it
anticipates in planned and future clinical trials; the combined
company’s ability to replicate in later clinical trials positive
results found in preclinical studies and early-stage clinical
trials of its product candidates; the combined company’s ability to
realize the anticipated benefits of its research and development
programs, strategic partnerships, licensing programs or other
collaborations; regulatory requirements or developments and the
combined company’s ability to obtain necessary approvals from the
U.S. Food and Drug Administration or other regulatory authorities;
changes to clinical trial designs and regulatory pathways;
competitive responses to the Merger and changes in expected or
existing competition; unexpected costs, charges or expenses
resulting from the Merger; potential adverse reactions or changes
to business relationships resulting from the completion of the
Merger; legislative, regulatory, political and economic
developments; and those risks and uncertainties and other factors
more fully described in filings with the Securities and Exchange
Commission (“SEC”), including reports filed
on Form 10-K, 10-Q and 8-K, in other
filings that ARCA makes and will make with the SEC in
connection with the proposed Merger, including the Proxy
Statement/Prospectus described below under “Important Additional
Information About the Proposed Transaction Filed with the SEC,”
and in other filings made by ARCA with the SEC from time to
time and available at www.sec.gov. These forward-looking statements
are based on current expectations, and with regard to the proposed
transaction, are based on ARCA’s current expectations, estimates
and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by
ARCA, all of which are subject to change. Such forward-looking
statements are made as of the date of this release, and the parties
undertake no obligation to update such statements to reflect
subsequent events or circumstances, except as otherwise required by
securities and other applicable law.
No Offer or Solicitation
This communication is not intended to and do not constitute
(i) a solicitation of a proxy, consent or approval with
respect to any securities or in respect of the proposed
transactions (the “Proposed Transactions”) between ARCA and Oruka
or (ii) an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities pursuant to the Proposed Transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom. Subject to certain exceptions to be approved
by the relevant regulators or certain facts to be ascertained, the
public offer will not be made directly or indirectly, in or into
any jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS
COMMUNICATION IS TRUTHFUL OR COMPLETE.
ARCA biopharma Investor & Media
Contact:Jeff Dekker720.940.2122ir@arcabio.com
Oruka Therapeutics Investor Relations
Contact:Alan Lada650.606.7911Alan.lada@orukatx.com
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