Point Therapeutics (MM) (NASDAQ:POTP)
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Point Therapeutics, Inc. (NASDAQ: POTP)
today announced that it has adjourned its annual meeting of
stockholders, which commenced at 10 a.m. this morning, until Tuesday,
February 12, 2008. At the February 12 meeting, Point stockholders will
vote on several proposals in connection with the proposed merger with
DARA Biosciences, Inc. The meeting was adjourned to allow for the
solicitation of additional votes in favor of the proposals. While
proxies received to date have been overwhelmingly in favor of the
merger-related proposals, approval of a majority of the outstanding
Point shares is necessary for certain of the proposals to be approved.
Point attributes the shortfall primarily to the fact that the Company
currently has a large and diverse stockholder base.
The adjourned meeting is scheduled to be held on February 12, 2008 at
10:00 a.m., Eastern Time, at the law office of Ropes & Gray LLP, One
International Place, 36th Floor, Boston, MA
02110.
On January 28, 2008, DARA BioSciences, Inc. conducted a special meeting
of its stockholders. At that meeting, the DARA stockholders approved the
merger transaction with Point.
As previously announced, Point has received several notices of
non-compliance with the NASDAQ listing standards from the staff of the
Listing Qualifications Department of The NASDAQ Stock Market LLC. On
January 25, 2008, Point received an additional notice of non-compliance
due to the fact that it does not currently have three independent
directors on its Audit Committee, as required by Marketplace Rule 4350
(d)(2)(A). Point has advised NASDAQ that it will be in a position to
comply, and intends to comply, with the audit committee requirement
promptly following the closing of the merger.
As announced by Point on December 17, 2007, the NASDAQ Listing
Qualifications Panel (the “Panel”)
granted Point’s request for continued listing
of its securities on The NASDAQ Capital Market, subject to satisfaction
of certain conditions by January 30, 2008, including completion of the
merger with DARA and approval of a NASDAQ initial listing application
filed by Point and DARA on October 26, 2007. Point has requested that
the Panel allow continued listing of its securities, subject to
satisfaction by February 13, 2008 of the previously-imposed conditions;
however, there can be no assurance that the Panel will grant Point’s
request. If the Panel does not grant this request, NASDAQ could
determine to de-list Point’s securities
immediately since the merger with DARA, and approval of the NASDAQ
initial listing application, will not be completed by January 30, 2008.
Point encourages all of its stockholders to vote at the annual meeting.
Point’s Board of Directors has determined that
the merger with DARA Biosciences is advisable and fair to and in the
best interests of Point stockholders and recommends that Point
stockholders vote “FOR”
all the proposals. If Point is unable to obtain the vote necessary to
approve the proposed transaction, the Company believes it will have to
seek bankruptcy protection.
Point intends to continue to solicit votes and proxies in favor of the
proposals during the period from now through February 12. During this
time, stockholders will continue to be able to vote their shares for or
against the proposals, or to change their previously cast votes.
For information regarding the proposed merger, please refer to the
registration statement on Form S-4, which contains a joint proxy
statement/prospectus and other relevant materials, filed by Point with
the Securities and Exchange Commission on December 17, 2007.
Point stockholders are reminded that their vote is important regardless
of how many or how few shares they own. Stockholders who have any
questions relating to this shareholder meeting or voting their shares
may call Point’s proxy solicitor, The Altman
Group, toll-free at (866) 406-2289.
About DARA BioSciences, Inc.:
DARA BioSciences(TM), Inc. is a Raleigh, North Carolina-based
development-stage pharmaceutical company that acquires promising
therapeutic molecules and medical technologies. DARA focuses its
therapeutic development efforts on small molecules from late preclinical
development through phase 2 clinical trials. DARA is developing a
portfolio of therapeutic candidates for neuropathic pain, metabolic
diseases including Type 2 diabetes, and dermatological disorders.
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.
FORWARD LOOKING STATEMENTS:
This press release contains forward-looking statements, including
statements regarding the timing of the meetings of stockholders and
closing of the merger, that involve known and unknown risks,
uncertainties and other factors that may cause actual outcomes to differ
materially from outcomes expressed or implied by this press release.
Such risk factors include, among others that the matters submitted for
stockholder approval at the meetings of stockholders may not be
approved. Actual results may differ materially from those contained in
the forward-looking statements in this press release. Additional
information concerning these and other risk factors is contained in the
Risk Factors sections of the Form S-4 filed with the Securities and
Exchange Commission on December 17, 2007, and from time to time in
Point's other reports filed with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the merger between DARA and Point, on December 17,
2007, Point filed with the SEC a registration statement on Form S-4,
which contains a joint proxy statement/prospectus and other relevant
materials. INVESTORS AND SECURITY HOLDERS OF POINT AND DARA 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. Investors and stockholders may obtain
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.