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.