Marshall Edwards, Inc.'s Action Intended to Regain Compliance With Nasdaq Share Price Rule, Benefit Shareholders
February 09 2010 - 3:30PM
Marketwired
Marshall Edwards, Inc. (NASDAQ: MSHL), a specialist oncology
company focusing on the clinical development of novel anti-cancer
therapeutics, announced that its Board of Directors has approved a
reverse stock split of the company's common stock. The Board's
decision is intended to ensure that Marshall Edwards is in full
compliance with Nasdaq's listing rules. The reverse stock split is
subject to stockholder approval.
As previously announced, Marshall Edwards has until March 15,
2010, six months after it was notified by Nasdaq that it was no
longer in compliance with Nasdaq's share price listing standard, to
regain compliance with such standard. Per Nasdaq rules, Marshall
Edwards will be in compliance with the share price listing rule if
at any time during the six month cure period it has at least a
$1.00 share price and has maintained at least a $1.00 average
closing share price over 10 consecutive trading days. Prior to that
that time, Marshall Edwards' common stock continues to be listed on
Nasdaq and trades as usual. Marshall Edwards is in compliance with
all other Nasdaq listing rules.
Marshall Edwards said it believes a reverse stock split would
also benefit stockholders because a higher price will make Marshall
Edwards' common stock more attractive to a broader range of
institutional and other investors.
Once stockholders approve the split, Marshall Edwards' Board
intends to complete the reverse stock split ratio of 1-for-10 so
that 10 shares of issued and outstanding common stock will convert
into one share of common stock. The price of each common share
would increase by the same ratio so that a stockholder would have
fewer but higher priced shares, keeping the total investment the
same when the market opens on the date a split becomes effective. A
reverse stock split would not have any impact on the voting and
other rights of stockholders. Marshall Edwards said a reverse stock
split will have no impact on its business operations.
Marshall Edwards plans to hold a special meeting of stockholders
and complete the reverse stock split in March 2010. The time, date,
location and other details regarding the special meeting will be
communicated to stockholders at a later date via proxy material
which will be filed with, and subject to the review by the
Securities and Exchange Commission (SEC). Marshall Edwards' Board
has preliminarily set February 24, 2010 as the record date for
stockholders entitled to receive a proxy statement and vote at the
special meeting.
Marshall Edwards encourages stockholders to read the proxy
statement relating to the special meeting when it becomes available
because it will contain important information. Stockholders may
obtain a free copy of the proxy statement and other documents (when
available) that Marshall Edwards files with the SEC at the SEC's
website at www.sec.gov. When filed, the proxy statement and these
other documents may also be obtained for free from Marshall Edwards
by directing a request to Marshall Edwards, Inc. at either 140
Wicks Road, North Ryde, New South Wales 2113, Australia, Attention:
Company Secretary; or, 59 Grove Street Suite 2i, New Canaan, CT
06840, Attention: Company Secretary.
About Marshall Edwards, Inc.
Marshall Edwards, Inc. is a specialist oncology company focused
on the clinical development of novel anti-cancer therapeutics.
These derive from a flavonoid technology platform, which has
generated a number of novel compounds characterized by broad
ranging activity against a range of cancer cell types with few side
effects. The combination of anti-tumor cell activity and low
toxicity is believed to be a result of the ability of these
compounds to target an enzyme present in the cell membrane of
cancer cells, thereby inhibiting the production of pro-survival
proteins within the cell. Marshall Edwards has licensed rights from
Novogen Limited (ASX: NRT) (NASDAQ: NVGN) to bring four oncology
drugs -- phenoxodiol, triphendiol NV-143 and NV-128 -- to market
globally.
Marshall Edwards is majority owned by Novogen Limited, an
Australian biotechnology company that is specializing in the
development of therapeutics based on a flavonoid technology
platform. Novogen is developing a range of therapeutics across the
fields of oncology, cardiovascular disease and inflammatory
diseases. More information on phenoxodiol and on the Novogen group
of companies can be found at www.marshalledwardsinc.com and
www.novogen.com.
Under U.S. law, a new drug cannot be marketed until it has been
investigated in clinical trials and approved by the FDA as being
safe and effective for the intended use. Statements included in
this press release that are not historical in nature are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. You should be aware that our actual results could differ
materially from those contained in the forward-looking statements,
which are based on management's current expectations and are
subject to a number of risks and uncertainties, including, but not
limited to, our failure to successfully commercialize our product
candidates; costs and delays in the development and/or FDA
approval, or the failure to obtain such approval, of our product
candidates; uncertainties in clinical trial results; our inability
to maintain or enter into, and the risks resulting from our
dependence upon, collaboration or contractual arrangements
necessary for the development, manufacture, commercialization,
marketing, sales and distribution of any products; competitive
factors; our inability to protect our patents or proprietary rights
and obtain necessary rights to third party patents and intellectual
property to operate our business; our inability to operate our
business without infringing the patents and proprietary rights of
others; general economic conditions; the failure of any products to
gain market acceptance; our inability to obtain any additional
required financing; technological changes; government regulation;
changes in industry practice; and one-time events. We do not intend
to update any of these factors or to publicly announce the results
of any revisions to these forward-looking statements.
CONTACTS: Warren Lancaster +1-203-966-2556 (USA)
warren.lancaster@marshalledwardsinc.com David Sheon +1 202 547-2880
(USA) dsheon@WHITECOATstrategies.com
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