Point Therapeutics (MM) (NASDAQ:POTP)
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Point Therapeutics, Inc. (NASDAQ: POTP)
today announced that the NASDAQ Listing Qualifications Panel (the “Panel”)
has granted Point’s request for the continued
listing of its securities on The NASDAQ Capital Market. Point’s
continued listing is subject to the satisfaction of certain conditions
by January 30, 2008, including completion of the previously-announced
merger between Point and DARA BioSciences, Inc. (“DARA”)
and approval of the NASDAQ initial listing application filed by Point
and DARA on October 26, 2007.
As previously announced on September 17, 2007, Point received a
determination letter from the NASDAQ Listing Qualifications Staff (the “Staff”)
indicating that Point’s securities were
subject to delisting from The NASDAQ Capital Market because Point did
not meet the $1 minimum share price requirement for continued listing
and Point’s cessation of clinical and
research operations rendered it, in the opinion of the Staff, a “public
shell,” or non-operating company. As
announced on November 19, 2007, the Staff also subsequently notified
Point that it did not meet the $2.5 million stockholders’
equity requirement for continued listing. Point participated in a
hearing before the Panel on November 1, 2007, at which Point requested
continued listing of its common stock, pending completion of the merger
with DARA. On December 12, 2007, the Panel issued a decision granting
Point’s request.
Should Point be unable to meet the requirements set forth in the Panel’s
decision, there can be no assurance that NASDAQ will grant Point an
additional extension of time to comply or that Point’s
securities will continue to be listed on The NASDAQ Capital Market.
About Point Therapeutics, Inc.:
Point Therapeutics, Inc. is a biopharmaceutical company which has
studied its lead product candidate, talabostat, in a number of human
clinical trials in late-stage cancers. In May 2007, interim clinical
results caused Point's Independent Data Monitoring Committee to
recommend stopping Point's two Phase 3 talabostat studies for patients
in advanced non-small cell lung cancer. Subsequently, the talabostat
clinical development program was put on clinical hold by the U.S. Food
and Drug Administration. Point has also studied talabostat in several
Phase 2 trials, including as a single-agent and in combination with
cisplatin in metastatic melanoma, in combination with rituximab in
advanced chronic lymphocytic leukemia, in combination with gemcitabine
in Stage IV pancreatic cancer, and in combination with docetaxel in
non-small cell lung cancer. Due to cash limitations, Point is not
currently funding any internal research or clinical operations.
On October 9, 2007, Point entered into a definitive agreement to merge
with DARA. Pursuant to the merger agreement, DARA will merge with DP
Acquisition Corp., a newly-formed subsidiary of Point, with DARA
surviving as a wholly-owned subsidiary of Point. After giving effect to
the merger, DARA stockholders will hold 96.4% of the combined company’s
outstanding shares of common stock on a fully-diluted basis, and Point
will change its name to DARA BioSciences, Inc. and be based in Raleigh,
North Carolina. For information regarding the proposed merger, please
refer to the registration statement on Form S-4, containing a joint
proxy statement/prospectus and other relevant materials, filed by Point
with the Securities and Exchange Commission on November 26, 2007.
Point and DARA acknowledge that the proposed merger will qualify as a “reverse
merger” under NASDAQ Marketplace Rule 4340.
As a result, although Point’s common stock is
currently listed on The NASDAQ Capital Market, as noted above, the
combined entity will be required to meet the NASDAQ requirements for
initial listing upon consummation of the merger in order to maintain its
listing on The NASDAQ Capital Market.
Certain statements contained herein are not strictly historical and
are "forward looking" statements as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements
that are not historical facts, and can be identified by, among other
things, the use of forward-looking language, such as "believes,"
"feels," "expects," "may," "will," "projects," "should," "seeks,"
"plans," "schedules to," "anticipates" or "intends" or the negative of
those terms, or other variations of those terms of comparable language,
or by discussions of strategy or intentions. A number of important
factors could cause actual results to differ materially from those
projected or suggested in the forward looking statements due to risks
and uncertainties to which Point is subject, and other factors that are
described in Form 10-Q filed with the Securities and Exchange Commission
on November 9, 2007, and from time to time in Point's other reports
filed with the Securities and Exchange Commission.
Additional Information
In connection with the merger between DARA and Point, on November 26,
2007, Point filed with the SEC a registration statement on Form S-4,
containing a joint proxy statement/prospectus and other relevant
materials. INVESTORS AND SECURITY HOLDERS OF DARA AND POINT ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DARA, POINT
AND THE MERGER. The joint proxy statement/prospectus and other relevant
materials and any other documents filed by Point with the SEC, may be
obtained free of charge at the SEC’s web site
at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed with
the SEC by Point by directing a request to: Point Therapeutics, Inc., 70
Walnut Street, Wellesley Hills, MA 02481, Attention: Investor Relations.
Point and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of
Point in favor of the merger. Information about the executive officers
and directors of Point and their ownership of Point common stock is set
forth in Point’s Annual Report on Form 10-K/A
filed with the SEC on April 30, 2007. Investors and stockholders may
obtain more detailed information regarding the direct and indirect
interests of DARA, Point and their respective executive officers and
directors in the merger by reading the joint proxy statement/prospectus
regarding the merger.