Post by icemandios on Feb 25, 2016 0:43:58 GMT
March 07, 2013 08:30 AM Eastern Standard Time
WESTBOROUGH, Mass. & MIAMI--(BUSINESS WIRE)--RXi Pharmaceuticals Corporation (OTC: RXII), a biotechnology company focused on discovering, developing and commercializing innovative therapies addressing major unmet medical needs using RNA-targeted technologies, and OPKO Health, Inc. (NYSE: OPK) today announced a strategic pooling of their respective assets in the field of RNA interference (RNAi). Therapeutics based on RNAi technologies hold great promise to treat a wide range of diseases based on their potential to sustainably down-regulate the expression of a specific gene that may be over-expressed in a disease condition.
“Together with its licensors and collaborators, OPKO was one of the early pioneers in the field of RNAi”
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According to the terms of an asset purchase agreement jointly executed by the parties, RXi will acquire substantially all of OPKO’s RNAi-related assets, including an extensive intellectual property portfolio. The patent portfolio includes 12 patent families with claims relating to important biological targets, including vascular endothelial growth factor (VEGF), hypoxia-inducible factor 1-alpha (HIF-1-alpha), intracellular adhesion molecule 1 (ICAM-1), angiopoietin 2 (Ang2), and complement component 3 (C3). These molecules are believed to play an important role in diseases of the eye, cancer, immune disorders, and inflammatory diseases. The acquisition is expected to close on March 12, 2013, subject to satisfaction of closing conditions.
As consideration for these assets, RXi will issue to OPKO 50 million shares of its common stock and will make milestone payments to OPKO up to an aggregate of $50 million per product tied to the successful development and commercialization of products utilizing the acquired OPKO intellectual property. In addition, upon commercialization of these products, if approved, RXi would make royalty payments to OPKO.
“Together with its licensors and collaborators, OPKO was one of the early pioneers in the field of RNAi,” stated Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. “We are honored to have the privilege to extend OPKO’s ground-breaking work, while at the same time deepening our product pipeline and broadening our technology platform and intellectual property position. Combining OPKO’s RNAi assets and related intellectual property with our self-delivering (sd-rxRNA®) technology platform will further extend our competitive edge in this important field of pharmaceutical development.”
“We are delighted to be joining forces with RXi,” stated Phillip Frost, M.D., OPKO's Chairman and Chief Executive Officer. “RXi has contributed a major advance to the RNAi field with its self-delivering RNAi technology. This technology overcomes a major delivery obstacle of prior RNAi technologies by significantly enhancing the uptake of the gene-targeting drug into cells. We also are impressed with RXi’s development capabilities, as evidenced by its rapid advancement of RXI-109, an exciting product candidate for the potential treatment of dermal scarring.”
RXi Pharmaceuticals Announces Application for NASDAQ Capital Market Listing and Reverse Stock Split
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WESTBOROUGH, Mass., July 22, 2013 /PRNewswire/ -- RXi Pharmaceuticals Corporation (OTCQX: RXII), a biotechnology company focused on discovering, developing and commercializing innovative therapies addressing major unmet medical needs using RNA-targeted technologies, today announced that it has filed an application for listing on The NASDAQ Capital Market.
In addition to the application for listing on The NASDAQ Capital Market, RXi today announced a 1-for-30 reverse split of its issued and outstanding shares of common stock. Trading will begin on a post-split basis at the open of the OTCQX on July 24, 2013 under new CUSIP number 74979C303. No fractional shares of common stock will be issued as a result of the reverse stock split and instead holders will receive cash in lieu of fractional shares to which they would otherwise be entitled.
"This reverse stock split combined with a possible NASDAQ Capital Market Listing is the next important step for RXi Pharmaceuticals in becoming a strong biotechnology company," said Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. He added that ''If approved, we believe that the NASDAQ listing and the reverse stock split will create the conditions for RXi to gain access to a broader institutional investment community, to strengthen our financing flexibility, and to provide greater liquidity for our shareholders."
Yet another R/S.
"Our management believes that the Reverse Stock Split and the Adjournment Proposal are routine matters. Consequently, if beneficial holders do not give any direction, their brokers will be permitted to vote shares of common stock at the Special Meeting in relation to these matters. However, we encourage you to submit your voting instructions to your broker to ensure your shares of common stock are voted at the Special Meeting.
Since the Reverse Stock Split requires the affirmative vote of a majority of our outstanding shares of common stock, a properly executed proxy card marked ABSTAIN with respect to these proposals at the Special Meeting will have the same effect as voting AGAINST that proposal. By contrast, since, pursuant to the Company’s bylaws, the Adjournment Proposal must be approved by the majority of the shares of common stock that affirmatively or negatively on such proposal, a properly executed proxy card marked ABSTAIN with respect to the Adjournment Proposal will have no effect on that proposal.
The required vote for each of the proposals expected to be acted upon at the Special Meeting is described below:
Proposal No. 1 — Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (as amended from time to time, the “Charter”), to effect a reverse stock split of the Company’s common stock, at a ratio of not less than 1-for-2 and not greater than 1-for-40, with the exact ratio and effective time of the reverse stock split to be determined by the Board (the “Reverse Stock Split”). This proposal must be approved by a majority of the outstanding shares of our common stock. As a result, abstentions and broker non-votes will have the same effect as a vote against such proposal.
Proposal No. 2 — Authorize adjournment of the Special Meeting, if necessary or appropriate, and if a quorum is present, to solicit additional proxies if there are insufficient votes at the Special Meeting in favor of the Reverse Stock Split (the “Adjournment Proposal”). This proposal must be approved by a majority of the votes cast on the matter affirmatively or negatively. As a result, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome. "
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WESTBOROUGH, Mass. & MIAMI--(BUSINESS WIRE)--RXi Pharmaceuticals Corporation (OTC: RXII), a biotechnology company focused on discovering, developing and commercializing innovative therapies addressing major unmet medical needs using RNA-targeted technologies, and OPKO Health, Inc. (NYSE: OPK) today announced a strategic pooling of their respective assets in the field of RNA interference (RNAi). Therapeutics based on RNAi technologies hold great promise to treat a wide range of diseases based on their potential to sustainably down-regulate the expression of a specific gene that may be over-expressed in a disease condition.
“Together with its licensors and collaborators, OPKO was one of the early pioneers in the field of RNAi”
Tweet this
According to the terms of an asset purchase agreement jointly executed by the parties, RXi will acquire substantially all of OPKO’s RNAi-related assets, including an extensive intellectual property portfolio. The patent portfolio includes 12 patent families with claims relating to important biological targets, including vascular endothelial growth factor (VEGF), hypoxia-inducible factor 1-alpha (HIF-1-alpha), intracellular adhesion molecule 1 (ICAM-1), angiopoietin 2 (Ang2), and complement component 3 (C3). These molecules are believed to play an important role in diseases of the eye, cancer, immune disorders, and inflammatory diseases. The acquisition is expected to close on March 12, 2013, subject to satisfaction of closing conditions.
As consideration for these assets, RXi will issue to OPKO 50 million shares of its common stock and will make milestone payments to OPKO up to an aggregate of $50 million per product tied to the successful development and commercialization of products utilizing the acquired OPKO intellectual property. In addition, upon commercialization of these products, if approved, RXi would make royalty payments to OPKO.
“Together with its licensors and collaborators, OPKO was one of the early pioneers in the field of RNAi,” stated Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. “We are honored to have the privilege to extend OPKO’s ground-breaking work, while at the same time deepening our product pipeline and broadening our technology platform and intellectual property position. Combining OPKO’s RNAi assets and related intellectual property with our self-delivering (sd-rxRNA®) technology platform will further extend our competitive edge in this important field of pharmaceutical development.”
“We are delighted to be joining forces with RXi,” stated Phillip Frost, M.D., OPKO's Chairman and Chief Executive Officer. “RXi has contributed a major advance to the RNAi field with its self-delivering RNAi technology. This technology overcomes a major delivery obstacle of prior RNAi technologies by significantly enhancing the uptake of the gene-targeting drug into cells. We also are impressed with RXi’s development capabilities, as evidenced by its rapid advancement of RXI-109, an exciting product candidate for the potential treatment of dermal scarring.”
RXi Pharmaceuticals Announces Application for NASDAQ Capital Market Listing and Reverse Stock Split
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Share with LinkedIn
WESTBOROUGH, Mass., July 22, 2013 /PRNewswire/ -- RXi Pharmaceuticals Corporation (OTCQX: RXII), a biotechnology company focused on discovering, developing and commercializing innovative therapies addressing major unmet medical needs using RNA-targeted technologies, today announced that it has filed an application for listing on The NASDAQ Capital Market.
In addition to the application for listing on The NASDAQ Capital Market, RXi today announced a 1-for-30 reverse split of its issued and outstanding shares of common stock. Trading will begin on a post-split basis at the open of the OTCQX on July 24, 2013 under new CUSIP number 74979C303. No fractional shares of common stock will be issued as a result of the reverse stock split and instead holders will receive cash in lieu of fractional shares to which they would otherwise be entitled.
"This reverse stock split combined with a possible NASDAQ Capital Market Listing is the next important step for RXi Pharmaceuticals in becoming a strong biotechnology company," said Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. He added that ''If approved, we believe that the NASDAQ listing and the reverse stock split will create the conditions for RXi to gain access to a broader institutional investment community, to strengthen our financing flexibility, and to provide greater liquidity for our shareholders."
Yet another R/S.
"Our management believes that the Reverse Stock Split and the Adjournment Proposal are routine matters. Consequently, if beneficial holders do not give any direction, their brokers will be permitted to vote shares of common stock at the Special Meeting in relation to these matters. However, we encourage you to submit your voting instructions to your broker to ensure your shares of common stock are voted at the Special Meeting.
Since the Reverse Stock Split requires the affirmative vote of a majority of our outstanding shares of common stock, a properly executed proxy card marked ABSTAIN with respect to these proposals at the Special Meeting will have the same effect as voting AGAINST that proposal. By contrast, since, pursuant to the Company’s bylaws, the Adjournment Proposal must be approved by the majority of the shares of common stock that affirmatively or negatively on such proposal, a properly executed proxy card marked ABSTAIN with respect to the Adjournment Proposal will have no effect on that proposal.
The required vote for each of the proposals expected to be acted upon at the Special Meeting is described below:
Proposal No. 1 — Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (as amended from time to time, the “Charter”), to effect a reverse stock split of the Company’s common stock, at a ratio of not less than 1-for-2 and not greater than 1-for-40, with the exact ratio and effective time of the reverse stock split to be determined by the Board (the “Reverse Stock Split”). This proposal must be approved by a majority of the outstanding shares of our common stock. As a result, abstentions and broker non-votes will have the same effect as a vote against such proposal.
Proposal No. 2 — Authorize adjournment of the Special Meeting, if necessary or appropriate, and if a quorum is present, to solicit additional proxies if there are insufficient votes at the Special Meeting in favor of the Reverse Stock Split (the “Adjournment Proposal”). This proposal must be approved by a majority of the votes cast on the matter affirmatively or negatively. As a result, abstentions and broker non-votes will be entirely excluded from the vote and will have no effect on its outcome. "
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