NEW YORK and HOUSTON, Dec. 22,
2016 /PRNewswire/ -- Dipexium Pharmaceuticals, Inc. (NASDAQ:
DPRX) and PLx Pharma Inc. (PLx Pharma), a privately held late-stage
specialty pharmaceutical company, announced today that they have
entered into a definitive agreement under which PLx Pharma will
merge with a wholly-owned subsidiary of Dipexium in an all-stock
transaction. Following closing, Dipexium will be renamed PLx
Pharma Inc., and will operate under the leadership of the PLx
management team with Michael
Valentino serving as Executive Chairman of the company's
Board of Directors and Natasha
Giordano serving as President and Chief Executive
Officer.
The combined company will initially be focused on completion of
manufacturing scale-up and label finalization for the previously
conditionally approved AspertecTM 325 mg aspirin dosage
form thereby satisfying the open conditional items, and filing of a
supplemental new drug application (sNDA) for Aspertec 81 mg
maintenance dose form. Aspertec is being developed to provide
high-risk cardiovascular and neurology patients with more reliable
and predictable antiplatelet efficacy as compared to enteric coated
aspirin while also reducing the adverse gastric events common in an
acute setting.
Natasha Giordano, President and
Chief Executive Officer of PLx Pharma, said, "This merger will
provide PLx Pharma with the initial resources necessary to advance
our contemplated development efforts for Aspertec and begin the
critical pre-commercialization activities necessary to prepare the
market for this important cardiovascular product."
PLx stockholders will receive newly issued shares of common
stock of Dipexium in connection with the merger contemplated by the
merger agreement. Dipexium will issue approximately 36
million new shares of its common stock to PLx stockholders under
the exchange ratio formula defined in the merger agreement.
Upon the closing of the merger, existing PLx stockholders are
expected to own 76.75% of Dipexium common shares outstanding and
existing Dipexium stockholders are expected to own 23.25% of
Dipexium common shares outstanding. The exchange ratio is
defined in the merger agreement and is subject to potential
adjustment.
"This transaction with PLx Pharma reflects the continued
commitment of Dipexium's Board of Directors and management team to
deliver value to Dipexium stockholders," said David Luci, President and Chief Executive
Officer of Dipexium. "The merger brings with it the PLx
Pharma management team, comprised of highly accomplished and
seasoned executives who have launched and successfully
commercialized many market leading over-the-counter products, among
them Mike Valentino as Executive
Chairman of PLx Pharma, who previously launched multiple major
Rx-to-OTC switches including Benadryl, Motrin Jr., Rogaine Extra
Strength, Lamisil, Nasalcrom, Voltaren, and most recently, as
CEO of Adams Respiratory Therapeutics, Inc., Mucinex®."
The boards of directors of both Dipexium and PLx Pharma have
unanimously approved the proposed transaction, which is subject to
customary closing conditions, including approval by the
stockholders of each of Dipexium and PLx Pharma. The merger
is expected to close during the second quarter of 2017, subject to
customary closing conditions.
Raymond James & Associates is
acting as financial advisor to Dipexium and Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. is serving as its legal counsel.
Janney Montgomery Scott LLC is acting as financial advisor to PLx
and Jackson Walker LLP is acting as its legal counsel.
About Dipexium
Dipexium Pharmaceuticals, Inc. (NASDAQ: DPRX) is a late-stage
pharmaceutical company focused on the development and
commercialization of Locilex (pexiganan cream 0.8%), a novel,
broad-spectrum, topical antibiotic peptide, which recently
announced that Locilex failed to meet the primary and secondary
endpoints in its OneStep-1 and OneStep-2 Phase 3 clinical
trials. For more information, please visit
www.dipexiumpharmaceuticals.com.
About PLx
PLx Pharma Inc. is a late-stage specialty pharmaceutical company
initially focused on developing its clinically validated and
patent-protected PLxGuard™ delivery system to provide safer and
more effective aspirin products. The PLxGuard™ delivery system
works by targeting delivery of active pharmaceutical ingredients
(API) to various portions of the GI tract. PLx believes this
has the potential to improve the absorption of many drugs currently
on the market or in development, and to reduce acute
gastrointestinal (GI) side effects—including erosions, ulcers and
bleeding—associated with aspirin and ibuprofen, and potentially
other drugs. To learn more about PLx and its pipeline, please visit
www.plxpharma.com.
Additional Information Will Be Filed with the SEC
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of Dipexium or PLx
or the solicitation of any vote or approval. In connection with the
proposed transaction, Dipexium will file with the SEC a
Registration Statement on Form S-4 containing a joint proxy
statement/prospectus. The joint proxy statement/prospectus will
contain important information about Dipexium, PLx, the transaction
and related matters. Dipexium and PLx will mail or otherwise
deliver the joint proxy statement/prospectus to their respective
stockholders when it becomes available. Investors and security
holders of Dipexium and PLx are urged to read carefully the joint
proxy statement/prospectus relating to the merger (including any
amendments or supplements thereto) in its entirety when it is
available, because it will contain important information about the
proposed transaction.
Investors and security holders of Dipexium will be able to
obtain free copies of the joint proxy statement/prospectus for the
proposed merger (when it is available) and other documents filed
with the SEC by Dipexium through the website maintained by the SEC
at www.sec.gov. In addition, investors and security holders of
Dipexium will be able to obtain free copies of the joint proxy
statement/prospectus for the proposed merger (when it is available)
by contacting Dipexium Attn: David
Luci, davidluci@dipexium.com. Investors and security holders
of PLx will be able to obtain free copies of the joint proxy
statement/prospectus for the merger by contacting PLx, Attn:
Natasha Giordano,
ngiordano@plxpharma.com.
Dipexium and PLx, and their respective directors and certain of
their executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the agreement between Dipexium and PLx. Information regarding
Dipexium's directors and executive officers is contained in
Dipexium's Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, which was filed
with the SEC on March 22, 2016, and
will also be available in the joint proxy statement/prospectus that
will be filed by Dipexium with the SEC in connection with the
proposed transaction. Information regarding PLx's directors and
officers and a more complete description of the interests of PLx's
directors and officers in the proposed transaction will be
available in the joint proxy statement/prospectus that will be
filed by Dipexium with the SEC in connection with the proposed
transaction.
Forward-Looking Statements
Any statements made in this press release relating to future
financial or business performance, conditions, plans, prospects,
trends, or strategies and other financial and business matters,
including without limitation, the potential closing date of the
transaction, the amount of Dipexium's net cash at closing, the
prospects for commercializing or selling any products or drug
candidates, are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. In addition,
when or if used in this press release, the words "may," "could,"
"should," "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "predict" and similar expressions and their variants, as
they relate to Dipexium, PLx or the management of either company,
before or after the aforementioned merger, may identify
forward-looking statements. Dipexium and PLx caution that these
forward-looking statements are subject to numerous assumptions,
risks, and uncertainties, which change over time. Important factors
that may cause actual results to differ materially from the results
discussed in the forward-looking statements or historical
experience include risks and uncertainties, including the failure
by Dipexium or PLx to secure and maintain relationships with
collaborators; risks relating to clinical trials; risks relating to
the commercialization, if any, of Dipexium's or PLx's proposed
product candidates (such as marketing, regulatory, product
liability, supply, competition, and other risks); dependence on the
efforts of third parties; dependence on intellectual property; and
risks that Dipexium or PLx may lack the financial resources and
access to capital to fund proposed operations. Further information
on the factors and risks that could affect Dipexium's business,
financial conditions and results of operations are contained in
Dipexium's filings with the U.S. Securities and Exchange
Commission, which are available at www.sec.gov. The forward-looking
statements represent Dipexium's and PLx's estimate as of the date
hereof only, and Dipexium and PLx specifically disclaim any duty or
obligation to update forward-looking statements.
Other risks and uncertainties are more fully described in
Dipexium's Annual Report on Form 10-K for the year ended
December 31, 2015 filed with the SEC,
and in other filings that Dipexium makes and will make with the SEC
in connection with the proposed transactions, including the proxy
statement described above under "Additional Information will be
Filed with the SEC." Existing and prospective investors are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The statements
made herein speak only as of the date stated herein, and subsequent
events and developments may cause our expectations and beliefs to
change. While we may elect to update these forward-looking
statements publicly at some point in the future, we specifically
disclaim any obligation to do so, whether as a result of new
information, future events or otherwise, except as required by law.
These forward-looking statements should not be relied upon as
representing our views as of any date after the date stated
herein.
Investor Contact:
Dipexium Pharmaceuticals, Inc.
David Luci, President and CEO,
212-269-2834
davidluci@dipexium.com
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SOURCE Dipexium Pharmaceuticals, Inc.