Melinta Therapeutics Inc. (NASDAQ:MLNT), a commercial-stage
company developing and commercializing novel antibiotics to treat
serious bacterial infections, announced that the company’s merger
with Cempra, Inc. has closed. Melinta Therapeutics will
commence trading on November 6, 2017 on the NASDAQ Global Market
under the symbol "MLNT."
Melinta previously announced that Dan Wechsler
has been appointed as Melinta’s new president and chief executive
officer. In addition to Mr. Wechsler, the company’s executive
leadership team is comprised of seven executives from Melinta and
two executives from Cempra. Biographies for the management team may
be found on the Melinta website.
“The successful closing of our merger with
Cempra is very exciting, as it positions us with significant
capital to advance our clinical and commercial efforts for our
flagship product, Baxdela®, as well as drive forward our extensive
pipeline of anti-infective products,” stated Mr. Wechsler. “It is a
privilege to be part of Melinta and I look forward to building on
the mission to discover, develop, and market life-saving
antibiotics to physicians and the patients they serve.”
Concurrent with the closing of the merger,
Melinta also announced that the company’s board of directors will
be chaired by Kevin Ferro, co-founder of Vatera Healthcare
Partners. The board will also be comprised of former board members
from Melinta and Cempra as well as the addition of Jay Galeota, a
pharmaceutical veteran who has held diverse key leadership
positions including chief strategy and business development officer
and president, emerging businesses at Merck & Co. Inc., and who
is currently the president and chief operating officer of G&W
Laboratories, Inc. Mr. Wechsler will also be appointed to the
board. His appointment will be effective ten days following the
filing of a supplemental Information Statement on Schedule 14f-1
relating to Mr. Wechsler. Biographies for the board members are
listed on the Melinta website.
After giving effect to the merger, pre-closing
Melinta stockholders owned, on a fully-diluted basis as calculated
under the treasury stock method, approximately 51.6% of the
company’s common stock and pre-closing Cempra stockholders owned
approximately 48.4% of the company’s common stock.
In connection with Mr. Wechsler’s appointment, Melinta’s
independent directors approved an inducement award pursuant to Rule
5635 of the NASDAQ Listing Rules to Mr. Wechsler. The inducement
award consists of the grant of a stock option to purchase up to
550,981 shares of Melinta’s common stock at an exercise price equal
to Friday’s closing price of the Melinta’s common stock, and the
grant of restricted stock units for 183,661 shares of Melinta’s
common stock. The stock option and restricted stock unit
grants will become twenty-five percent vested on November 3, 2018,
with the remaining shares vesting in equal monthly installments
thereafter over the next three years, subject to his continuing
service with Melinta through the applicable vesting
dates. Vesting of the awards will be accelerated upon the
occurrence of certain events as set forth in the award agreements
evidencing the grants. The stock option and restricted stock
units are subject to the terms of the Melinta’s 2011 Equity
Incentive Plan, as amended, but were granted outside of the plan,
and were granted as an inducement material to Mr. Wechsler’s
accepting employment with Melinta in accordance with NASDAQ Listing
Rule 5635(c)(4).
AdvisorsJ.P. Morgan Securities
LLC served as financial advisor, and Willkie Farr & Gallagher
LLP served as legal counsel to Melinta with respect to the merger.
Morgan Stanley served as lead financial advisor and Skadden,
Arps, Slate, Meagher & Flom LLP and Wyrick Robbins Yates &
Ponton LLP served as legal counsel to Cempra with respect to the
transaction. Stifel also served as financial advisor to
Cempra with respect to the transaction.
About Melinta Therapeutics
Melinta Therapeutics, Inc. is dedicated to saving lives threatened
by the global public health crisis of bacterial infections, through
the development and commercialization of novel antibiotics that
provide new and better therapeutic solutions. Melinta’s lead
product is Baxdela, an antibiotic approved by the US FDA for use in
the treatment of acute bacterial skin and skin structure infections
(ABSSSI). Melinta also has an extensive pipeline of preclinical and
clinical stage products representing many important classes of
antibiotics, each targeted at a different segment of the
anti-infective market. Together, this pipeline provides
Melinta with the unique ability to provide doctors and patients
with a range of solutions that can meet the tremendous need for
novel antibiotics treating serious infections. Visit
www.melinta.com for more information.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this communication constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
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. We intend these
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act and are making this statement for purposes of complying with
those safe harbor provisions. 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.
Risks and uncertainties for the company include, but are not
limited to: liquidity and trading market for shares following
the consummation of the merger; risks related to the costs, timing
and regulatory review of the company’s studies and clinical trials,
including its ability to address the issues identified by the FDA
in the complete response letter relating to the company’s new drug
applications for solithromycin for community acquired bacterial
pneumonia; uncertainties in obtaining successful clinical results
for product candidates and unexpected costs that may result
therefrom; inability or the delay in obtaining required regulatory
approvals for product candidates, which may result in unexpected
cost expenditures; failure to realize any value of certain product
candidates developed and being developed, in light of inherent
risks and difficulties involved in successfully bringing product
candidates to market; inability to develop new product candidates
and support existing products; inability to commercialize and
launch any product candidate that receives regulatory approval,
including Baxdela; the company’s anticipated capital expenditures,
its estimates regarding its capital requirements and its need for
future capital; uncertainties of cash flows and inability to meet
working capital needs; cost reductions that may not result in
anticipated level of cost savings or cost reductions; the approval
by the FDA and EMA and any other similar foreign regulatory
authorities of other competing or superior products brought to
market; risks resulting from unforeseen side effects; risk that the
market for the company’s products may not be as large as expected;
inability to obtain, maintain and enforce patents and other
intellectual property rights or the unexpected costs associated
with such enforcement or litigation; inability to obtain and
maintain commercial manufacturing arrangements with third party
manufacturers or establish commercial scale manufacturing
capabilities; loss of or diminished demand from one or more key
customers or distributors; unexpected cost increases and pricing
pressures; the possibility of economic recession and its negative
impact on customers, vendors or suppliers; and risks associated
with the possible failure to realize certain benefits of the
merger, including future financial, tax, accounting treatment, and
operating results. Many of these factors that will determine
actual results are beyond the company’s ability to control or
predict.
Other risks and uncertainties are more fully described in the
company’s Annual Report on Form 10-K for the year ended December
31, 2016, as amended by Form 10-K/A filed with the SEC on April 13,
2017, and in other filings that the company has made and that the
company will make with the SEC, including the proxy statement
described below under “Important Information and Where to Find It.”
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
or presentation 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.
Important Information and Where to Find It
Stockholders may obtain, free of charge, copies of the
definitive proxy statement and any other documents filed by the
company with the SEC at the SEC’s website (http://www.sec.gov), at
the company’s website (http://ir.melinta.com/), or by writing to
the Secretary, Melinta Therapeutics, Inc., at ir@melinta.com.
For More Information:
Lyn BaranowskiMelinta Therapeutics, Inc.(203)
848-3346news@melinta.com
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