– Immune to hold Special Meeting of Stockholders
Wednesday, August 22, 2018 –
Immune Pharmaceuticals, Inc. (Nasdaq:IMNP) (“Immune” or the
“Company”), a biopharmaceutical company developing novel
therapeutic agents for the treatment of immunologic and
inflammatory diseases, announced today it has filed a definitive
proxy statement with the Securities and Exchange Commission ("SEC")
and will host a Special Meeting of Stockholders on August 22, 2018
to consider and vote on the following matters:
- Approval of a reverse stock split of the Company’s common stock
at a ratio between one-for-five and one-for-twenty, if and as
determined by the Company’s Board of Directors, at any time before
the earlier of August 22, 2019 and the next annual meeting of
stockholders of the Company.
- Approval of a proposal for the adjournment of the Special
Meeting to permit the Company to solicit additional proxies, if
there are insufficient proxies at the Special Meeting to approve
the foregoing proposal.
Immune’s Board of Directors believes that it is
in the best interests of the Company and its stockholders to
approve a reverse stock split of the Company’s outstanding Common
Stock for the following reasons:
- On December 1, 2017, the Company was notified by The Nasdaq
Stock Market LLC (“Nasdaq LLC”) that for 30 consecutive business
days, the bid price of the Company’s common stock had closed below
$1.00 per share, in violation of Nasdaq Listing Rule 5550(a)(2)
(the “Rule”) for continued listing on The Nasdaq Capital Market
(“NASDAQ”). The Company had been provided a 180-day grace period,
through May 30, 2018, to evidence compliance with the Rule. Prior
correspondence from the Staff of the Listing Qualifications
Department (the “Staff”) of Nasdaq LLC further indicated that the
Company may be eligible for a second 180-day grace period so long
as the Company satisfied the continued listing requirement for
market value of publicly held shares and all other requirements for
initial listing on NASDAQ, with the exception of the bid price
requirement, upon the expiration of the first grace period and the
Company provided written notice of its intention to cure the
deficiency during the second compliance period, including if
necessary, by effecting a reverse stock split. The Company
satisfied the quantitative requirements to obtain a second 180-day
grace period and submitted the requisite notice to the Staff;
however, the Staff determined to deny the Company’s request for a
second grace period based upon the Company’s history of
non-compliance with the Rule.
- On July 19, 2018, a NASDAQ Hearings Panel (the “Panel”)
will hear the Company’s proposed plan to regain prompt compliance
with the minimum $1.00 bid price requirement and the Company’s
arguments for why it should remain on NASDAQ. The proposed Reverse
Stock Split is an essential part of that plan. The Company’s common
stock will continue to trade on NASDAQ under the symbol "IMNP"
pending the determination of the Panel.
- The Board of Directors believes that the Reverse Stock Split is
necessary to increase the market price of the Company’s common
stock to satisfy NASDAQ’s $1.00 minimum bid price requirement. If
the Company’s common stock does not trade above $1.00 per share, it
will be delisted from NASDAQ and will trade only on an
over-the-counter market, such as the OTCQB or the Pink Market.
- The Board of Directors believes that failure to maintain the
Company’s NASDAQ listing will negatively impact the Company’s
ability to access the capital markets and will make it more
difficult for the Company to attract qualified Board candidates and
potential strategic and collaborative partners.
- If the Company’s common stock is delisted from NASDAQ, it will
be subject to SEC rules governing "penny stocks," which impose
additional disclosure requirements on broker-dealers. The
regulations relating to penny stocks, coupled with the typically
higher cost per trade to the investor of penny stocks due to
factors such as broker commissions generally representing a higher
percentage of the price of a penny stock than of a higher-priced
stock, will further limit the ability of investors to trade in the
Company’s common stock and may limit the willingness of individual
investors and institutions to purchase the Company’s common
stock.
- The Board of Directors believes that the Reverse Stock Split
will enhance the appeal of the Company’s common stock to the
financial community, including institutional investors, and the
general investing public.
Based on the foregoing, the Company’s Board of
Directors is recommending that stockholders vote
“FOR” Proposals 1 and 2.
Reducing the number of outstanding shares of the
Company’s common stock through the Reverse Stock Split is intended
to increase the per share market price of the Company’s common
stock. However, other factors, such as financial results and market
conditions, may adversely affect the market price of the Company’s
common stock. As a result, there can be no assurance that the
Reverse Stock Split, if completed, will result in the intended
benefits described above, that the market price of the Company’s
common stock will increase proportionately following the Reverse
Stock Split, or that the market price of the Company’s common stock
will not decrease in the future. Accordingly, the total market
capitalization of the Company’s common stock after the Reverse
Stock Split may be lower than the total market capitalization
before the Reverse Stock Split. Additionally, if implemented, the
Reverse Stock Split may result in some stockholders owning
“odd-lots” of less than 100 shares of the Company’s common stock.
Brokerage commissions and other costs of transactions in odd-lots
may be higher, particularly on a per-share basis, than the cost of
transactions in even multiples of 100 shares. There will be no
change in the Company’s authorized shares because of the amendment
to its certificate of incorporation and therefore, upon
effectiveness of the Reverse Stock Split, the number of shares of
the Company’s common stock that are authorized and unissued will
increase relative to the number of issued and outstanding shares.
Except as discussed in the definitive proxy statement under the
heading "Principal Effects of the Reverse Stock Split," currently
the Company has no proposals, arrangements or understandings to
issue any of its authorized but unissued shares of common stock.
However, some of these additional authorized shares could be used
in the future for various purposes without further stockholder
approval, except as such approval may be required in certain cases
by the Company’s certificate of incorporation, applicable law or
the rules of any stock exchange or other system on which the
Company’s securities may then be listed.
VOTE BY INTERNET
Before the Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting
instructions and for electronic delivery of information up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an
electronic voting instruction form.
During the Meeting - Go to www.proxyvote.com
You may vote during the Special Meeting of the
Stockholders via the Internet until voting is closed. Have the
information that is printed in the box marked by the arrow
available and follow the instructions.
ELECTRONIC DELIVERY OF FUTURE PROXY
MATERIALS
If you would like to reduce the costs incurred
by Immune in mailing proxy materials, you may consent to receiving
all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above to vote
using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future
years.
VOTE BY PHONE –
1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 p.m. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when
you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return
it in the postage-paid envelope we have provided or return it to
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed reverse
stock split. STOCKHOLDERS ARE URGED TO READ CAREFULLY, AND IN ITS
ENTIRETY, THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS FILED
WITH THE SEC, AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
PROPOSED REVERSE STOCK SPLIT. The definitive proxy statement was
first mailed to stockholders of record as of July 10, 2018 on July
17, 2018, and is publicly available on the SEC’s website at
www.sec.gov. Stockholders may obtain free copies of the Company's
definitive proxy statement, any amendments to the proxy statement
and its other SEC filings electronically by accessing the SEC's
home page at www.sec.gov.
Stockholders may also obtain a free copy of the definitive proxy
statement, any amendments and supplements to the definitive proxy
statement and other relevant documents by writing to Immune
Pharmaceuticals Inc., 550 Sylvan Avenue, Suite 101, Englewood
Cliffs, NJ 07632, Attn: Secretary, or by phone at (201)
464-2677.
Participation in
Solicitation
This press release may constitute soliciting
material under SEC Rule 14a-12, and Immune and its directors,
executive officers, and advisors may be deemed to be participants
in the solicitation of proxies from the holders of Immune common
stock in respect of the proposed reverse stock split. Investors may
obtain additional information regarding the interest of those
participants by reading the Company's definitive proxy statement,
any amendments to the definitive proxy statement and other relevant
proxy materials, and the Company's annual reports on Form 10-K and
quarterly reports on Form 10-Q, as filed with the SEC, available at
the SEC’s website at www.sec.gov.
About Immune Pharmaceuticals, Inc.
Immune Pharmaceuticals, Inc. is a
biopharmaceutical company developing novel therapeutic agents for
the treatment of immunologic and inflammatory diseases. Immune’s
lead program, bertilimumab, is a first-in-class, human monoclonal
antibody that binds eotaxin-1, a chemokine that attracts
eosinophils to the site of inflammation. By blocking eotaxin-1,
bertilimumab may prevent the migration and activation of
eosinophils and other cells, thus blocking an important
inflammatory pathway active in a variety of allergic and immune
diseases. Bertilimumab has shown promising clinical activity in
bullous pemphigoid and has been studied in other conditions
including allergic rhinitis and ulcerative colitis, and may have
application in other diseases, including atopic dermatitis, asthma,
and other diseases. Immune is also developing NanoCyclo, a
nano-encapsulated formulation of cyclosporin, which is in late
stage preclinical development for atopic dermatitis and
psoriasis.
Safe Harbor Statements Regarding Forward
Looking Statements
The statements in this news release made by
representatives of Immune relating to matters that are not
historical facts, including without limitation, those regarding
future performance or financial results, the timing or potential
outcomes of research collaborations or clinical trials, any market
that might develop for any of Immune’s product candidates and the
sufficiency of Immune’s cash and other capital resources, the
continued development by Immune of bertilimumab or its
determination to seek Orphan Drug designation for the
pharmaceutical product of bertilimumab are forward-looking
statements that involve risks and uncertainties, including, but not
limited to, the likelihood that actual performance or results could
materially differ, that future research will prove successful, the
likelihood that any product in the research pipeline will receive
regulatory approval in the United States or abroad, or Immune’s
ability to fund such efforts with or without partners. Immune
undertakes no obligation to update any of these statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as to the date hereof. Accordingly,
any forward-looking statements should be read in conjunction with
the additional risks and uncertainties detailed in Immune’s filings
with the Securities and Exchange Commission, including those
discussed in Immune’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and periodic reports filed on Form 8-K.
Investor Contact:
Investors@immunepharma.com
SOURCE Immune Pharmaceuticals Inc.