Galena Biopharma, Inc. Stockholders Approve Business Combination with SELLAS Life Sciences Group, Ltd; Board Sets Reverse Sto...
December 29 2017 - 9:25AM
Galena Biopharma, Inc. (NASDAQ:GALE) (“Galena”) announced today
that its stockholders approved nine proposals at the reconvened
Special Meeting of Stockholders held at 9:00 a.m. Eastern Time on
December 29, 2017, including all proposals necessary to approve the
business combination transaction in which the businesses of Galena
and SELLAS Life Sciences Group Ltd (“SELLAS”), are expected to be
combined (the “Merger”). One proposal, regarding approval of
an amendment to Galena’s Certificate of Incorporation to allow the
Galena board of directors to approve amendments to Galena’s bylaws,
was not approved. The failure of stockholders to approve this
proposal has no impact on the Merger.
Stockholders approved an amendment to the Galena Amended and
Restated Certificate of Incorporation to effect a reverse stock
split of the issued shares of the Galena common stock, at a ratio
of not less than 1-for-10 and not greater than 1-for-30, with the
exact ratio and effective time of the reverse stock split to be
determined by the Galena board of directors and agreed upon by
SELLAS and publicly announced by press release. Galena’s
Board of Directors has determined, and SELLAS has agreed, to effect
the reverse stock split of the Galena common stock at a ratio of
1‑for-30. Therefore, every 30 shares of Galena common stock
issued and outstanding or held by Galena in treasury immediately
prior to the effective time of the reverse stock split will
automatically be reclassified at the effective time into one fully
paid and nonassessable share of Galena common stock. The reverse
stock split is expected to become effective at 4:15 p.m. Eastern
Time today, December 29, 2017.
Subject to the satisfaction of customary closing conditions, the
Merger is expected to close shortly following the effectiveness of
the reverse stock split. Assuming effectiveness of the reverse
stock split and closing of the Merger today, the common stock of
the continuing company, which will be renamed SELLAS Life Sciences
Group, Inc., will commence trading on the NASDAQ Capital Market on
a post-reverse stock split basis under the new symbol “SLS” on
Tuesday, January 2, 2018. The CUSIP number for the common stock of
the continuing company will be 81642T 100.
Forward-Looking Statements
Except for statements of historical fact, the statements in this
press release are forward-looking statements, including all
statements regarding the timing of the closing of the Merger, the
satisfaction of the conditions to closing the Merger, including the
consummation of the reverse stock split and commencement of trading
on the NASDAQ Capital Market under the symbol “SLS.” These
statements constitute forward-looking statements and are usually
identified by the use of words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “may,” “plans,” “projects,”
“seeks,” “should,” “will,” and variations of such words or similar
expressions. These forward-looking statements reflect our current
views about our plans, intentions, expectations, strategies and
prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our
plans, intentions, expectations, strategies and prospects as
reflected in or suggested by those forward-looking statements are
reasonable, we can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved.
Furthermore, actual results may differ materially from those
described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond our control.
Potential risks and uncertainties that could cause actual result
to differ from the forward-looking statements are set forth under
“Risk Factors” in Galena’s final proxy statement/prospectus/consent
solicitation statement dated November 6, 2017 and filed with the
SEC pursuant to Rule 424(b)(3) on November 8, 2017 and in Galena’s
subsequently filed Form 10-Q and include, but are not limited to:
difficulties and uncertainties associated with the closing of the
Merger, including the risk that the conditions to the closing of
the transactions are delayed or not satisfied; uncertainties as to
the timing of the consummation of the transactions contemplated as
part of the Merger and the ability of each party to consummate
those transactions. 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 in this press release speak only as of the date stated herein,
and subsequent events and developments may cause our expectations
and beliefs to change. Unless otherwise required by applicable
securities laws, we do not intend, nor do we undertake any
obligation, to update or revise any forward-looking statements
contained in this news release to reflect subsequent information,
events, results or circumstances or otherwise.
Contact:
Remy Bernarda SVP, Investor Relations & Corporate
Communications(925) 498-7709ir@galenabiopharma.com
Source: Galena Biopharma, Inc.
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