SAN DIEGO, April 21, 2017 /PRNewswire/ -- Mast
Therapeutics, Inc. (NYSE MKT: MSTX) today announced that the
Special Meeting of Stockholders held earlier today was convened and
adjourned without any business being conducted other than the
adjournment. The meeting will reconvene on Thursday,
April 27, 2017 at 9:00 a.m.,
local time, at the same location, 3611 Valley Centre Drive,
Suite 500, San Diego, California 92130. The record date for
stockholders entitled to vote at the special meeting will remain
March 13, 2017.
The adjournment will allow for the solicitation of additional
votes on the proposals contained in Mast's proxy
statement/prospectus/information statement. While the merger
with Savara Inc., the reverse split, and the name change proposals
are all exceeding 90% approval based on votes cast to date,
approval of more than 50% of all outstanding shares of Mast common
stock is necessary to obtain a quorum and for the merger to go
forward. At the meeting, it was deemed that the holders of a
sufficient number of the Mast's outstanding common stock have not
yet submitted proxies to indicate how their shares should be voted
and additional time was needed to collect the required
votes.
"We are pleased with the strong support for the proposals based
on the votes that have come in to date. However, more stockholders
need to participate in the special meeting for approval of the
merger and the related proposals. Based on progress to date,
we believe reconvening the meeting on Thursday will provide
sufficient time to obtain the necessary votes to move forward with
the merger," stated Brian M. Culley,
Chief Executive Officer of Mast.
During the period of the adjournment, Mast will continue to
solicit proxies from its stockholders of record as of
March 13, 2017. Mast has retained a second proxy
solicitor, Alliance Advisors, to increase the outreach to a larger
number of stockholders. Stockholders who have already voted do not
need to recast their votes.
As previously announced, leading independent proxy advisory
firms, Institutional Shareholder Services Inc. (ISS) and Glass,
Lewis & Co., LLC (Glass Lewis) recommend that Mast stockholders
vote "FOR" the merger and the related proposals. Mast's board of
directors unanimously recommends that stockholders vote "FOR" all
meeting proposals.
Mast stockholders should note that the merger proposal
(Proposal 1), the reverse stock split proposal (Proposal 2) and the
name change proposal (Proposal 3) must all be approved for the
merger to be completed. If any of those proposals is not
approved, the merger will not go forward. Failure to vote or an
abstention from voting will have the same effect as a vote
"AGAINST" the merger and related proposals. All stockholders are
asked to vote "FOR" all proposals now. If you previously
voted against any of these proposals and would now like to change
your vote, you can do so by contacting Mast's proxy
solicitors.
How to Vote
If you are a Mast stockholder and you have questions or require
assistance in submitting your proxy or voting your shares, please
contact Mast's proxy solicitors:
ADVANTAGE PROXY, INC.
Toll
Free: 1-877-870-8565
Collect:
1-206-870-8565
Email:
ksmith@advantageproxy.com
ALLIANCE ADVISORS, LLC
Toll
Free: 1-855-737-3176
In addition, Mast's proxy solicitors may contact stockholders on
behalf of Mast. If you are a Mast stockholder and you have not yet
voted, please anticipate and answer these incoming calls and
messages.
About Mast Therapeutics
Mast Therapeutics, Inc. is a publicly traded biopharmaceutical
company headquartered in San Diego,
California. Mast's lead product candidate, AIR001, is a
sodium nitrite solution for intermittent inhalation via
nebulization in Phase 2 clinical development for the treatment of
heart failure with preserved ejection fraction (HFpEF). More
information can be found on Mast's web site at
www.masttherapeutics.com. Mast Therapeutics™ and the
corporate logo are trademarks of Mast Therapeutics, Inc.
About Savara
Savara Inc. is a clinical-stage specialty pharmaceutical company
focused on the development and commercialization of novel therapies
for the treatment of serious or life-threatening rare respiratory
diseases. Savara's pipeline comprises AeroVanc, a Phase 3 ready
inhaled vancomycin, and Molgradex, a Phase 2/3 stage inhaled
granulocyte-macrophage colony-stimulating factor, or GM-CSF.
Savara's strategy involves expanding its pipeline of best-in-class
products through indication expansion, strategic development
partnerships and product acquisitions, with the goal of becoming a
leading company in its field. Savara's management team has
significant experience in orphan drug development and pulmonary
medicine, in identifying unmet needs, creating and acquiring new
product candidates, and effectively advancing them to approvals and
commercialization. More information can be found at
www.savarapharma.com.
Additional Information about the Proposed Merger and Where to
Find It
In connection with the proposed merger, Mast Therapeutics has
filed relevant materials with the Securities and Exchange
Commission, or the SEC, including a registration statement on Form
S-4 that contains a proxy statement, prospectus and information
statement. The registration statement was declared effective by the
SEC on March 15, 2017. The proxy
statement/prospectus/information statement and other relevant
materials, and any other documents filed by Mast with the SEC, may
be obtained free of charge at the SEC web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Mast by directing a written
request to: Mast Therapeutics, Inc. 3611 Valley Centre Drive, Suite
500, San Diego, California 92130,
Attn: Investor Relations. Investors and security holders of Mast
and Savara are urged to read the proxy
statement/prospectus/information statement and other relevant
materials before making any voting or investment decision with
respect to the proposed merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Mast and its directors and executive officers and Savara and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Mast and
Savara in connection with the proposed transaction. Information
regarding the special interests of these directors and executive
officers in the proposed merger is included in the proxy
statement/prospectus/information statement referred to above.
Additional information regarding the directors and executive
officers of Mast is also included in Mast's Annual Report on Form
10-K for the year ended December 31,
2016, which was filed with the SEC on March 6, 2017. These documents are available free
of charge at the SEC web site (www.sec.gov) and from Investor
Relations at Mast at the address described above.
Forward Looking Statements
Mast cautions you that statements in this press release that are
not a description of historical fact are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of
words referencing future events or circumstances such as "expect,"
"intend," "plan," "anticipate," "believe," and "will," among
others. Such statements include, but are not limited to, statements
regarding the structure, timing and completion of the proposed
merger; expectations regarding achieving a quorum for the Mast
special meeting of stockholders and stockholder approval of the
meeting proposals; expectations regarding listing and trading of
Mast's common stock on the NYSE MKT and of the combined
organization's common stock on the Nasdaq Capital Market; the
capitalization, resources, ownership structure of the combined
organization; the nature, strategy and focus of the combined
organization; the safety, efficacy and projected development
timeline and commercial potential of any product candidates; the
executive officer and board structure of the combined organization;
and the expectations regarding voting by Mast stockholders. Mast
and/or Savara may not actually achieve the proposed merger, or any
plans or product development goals in a timely manner, if at all,
or otherwise carry out the intentions or meet the expectations or
projections disclosed in the forward-looking statements, and you
should not place undue reliance on these forward-looking
statements. Because such statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are based upon current expectations and
involve assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties, which
include, without limitation, risks and uncertainties associated
with stockholder approval of and the ability to consummate the
proposed merger through the process being conducted by Mast and
Savara, the ability to project future cash utilization and reserves
needed for contingent future liabilities and business operations,
the availability of sufficient resources for combined company
operations and to conduct or continue planned clinical development
programs, the timing and ability of Mast or Savara to raise
additional equity capital to fund continued operations; the ability
to successfully develop any of Mast's and/or Savara's product
candidates, and the risks associated with the process of
developing, obtaining regulatory approval for and commercializing
drug candidates that are safe and effective for use as human
therapeutics. Risks and uncertainties facing Mast, Savara and the
combined organization and risks related to the proposed merger are
described more fully in the proxy statement/prospectus/information
statement referred to above. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the
date on which they were made. Neither Mast nor Savara undertakes
any obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they were
made, except as may be required by law.
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SOURCE Mast Therapeutics, Inc.