Point Therapeutics (MM) (NASDAQ:POTP)
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Point Therapeutics, Inc. (NASDAQ: POTP) announced today that, as
anticipated, Point received an additional notice of non-compliance from
the staff of the Listing Qualifications Department of The NASDAQ Stock
Market LLC. The notice was based upon Point’s
failure to solicit proxies and hold an annual meeting of stockholders
prior to December 31, 2007, as required by NASDAQ Marketplace Rules
4350(g) and 4350(e), respectively. The notice was issued in accordance
with NASDAQ rules and procedures and notwithstanding the recent decision
of the NASDAQ Listing Qualifications Panel (the “Panel”)
which granted Point’s request for continued
listing on NASDAQ, pending completion of its proposed merger with DARA
BioSciences, Inc. (“DARA”)
on or before January 30, 2008.
As announced on December 27, 2007, Point has scheduled a meeting of
stockholders for January 29, 2008 to consider various proposals,
including the proposed merger between a subsidiary of Point and DARA.
The Point stockholders meeting is designated an annual meeting and will
include the election of new directors to take effect upon consummation
of the merger with DARA. Point has already mailed the proxy for the
annual meeting to its stockholders.
NASDAQ has invited Point to make an additional submission to the Panel
by January 11, 2008 regarding the notice of additional deficiency, and
Point intends to provide the Panel with such a submission on a timely
basis. As announced by Point on December 17, 2007, the Panel granted
Point’s earlier 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 intends to request
that the Panel allow continued listing of its securities, subject to
satisfaction by January 30, 2008 of the previously-imposed conditions.
About DARA BioSciences, Inc.:
DARA BioSciences, 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 meeting of Point’s
stockholders, closing of the merger, and NASDAQ submissions 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 and that the Panel may deny Point’s
request for continued listing of its securities. 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
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.
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.