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POTP Point Therapeutics (MM)

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Point Therapeutics (MM) NASDAQ:POTP NASDAQ Common Stock
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Point Therapeutics Announces Form S-4 Registration Statement Declared Effective by SEC; Special Meeting of Stockholders Set for

27/12/2007 1:30pm

Business Wire


Point Therapeutics (MM) (NASDAQ:POTP)
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Point Therapeutics, Inc. (NASDAQ: POTP) today announced that the Securities and Exchange Commission has declared effective its Form S-4 Registration Statement, which contains a joint proxy statement/prospectus relating to the proposed merger with DARA BioSciences, Inc. Each company will promptly commence mailing of the joint proxy statement/prospectus to its respective stockholders. Point will hold a meeting of its stockholders on January 29, 2008 at 10:00 am, Eastern Time, at the law office of Ropes & Gray LLP, One International Place, 36th Floor, Boston, MA 02110, and DARA will hold a meeting of its stockholders on January 28, 2008 at 10:00 am, Eastern Time, at 4505 Falls of Neuse Road, Raleigh, NC 27609, to consider matters relating to the proposed combination of the two companies. 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, which contains a joint proxy statement/prospectus and other relevant materials, filed by Point with the Securities and Exchange Commission on December 17, 2007. 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 special 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 special 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.

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