GERMANTOWN, Md., March 17, 2021 /PRNewswire/ -- Seneca
Biopharma, Inc. (Nasdaq: SNCA), today announced that leading
independent proxy advisory firm Institutional Shareholder Services,
Inc. ("ISS") has recommended that Seneca stockholders vote in support of the
proposed merger with Leading BioSciences, Inc. ("LBS") and vote
"FOR" the proposals for the reverse stock split and issuance of
shares in connection with the merger, to be considered and voted on
at Seneca's March 24, 2021 special meeting of
stockholders.
"We are very pleased that ISS supports the Seneca board's recommendation that
stockholders vote "FOR" the proposals in support of the merger with
LBS," said Ken Carter, Seneca's Chairman. "We believe and are
confident that this transaction is the best strategic option for
Seneca and its stockholders".
About Seneca Biopharma, Inc.
Seneca Biopharma, Inc., is a clinical-stage biopharmaceutical
company developing novel treatments for diseases of high unmet
medical need. On December 17, 2020,
Seneca announced that it had
entered into a definitive Merger Agreement with Leading
BioSciences, Inc. (LBS), a privately held company focused on
developing novel therapeutics to improve human health through
therapeutic protection of the gastrointestinal mucosal barrier.
Pursuant to the Merger Agreement, Seneca is seeking to sell off its rights to
NSI-566. Upon completion of the merger, the company is
expected to operate under the name Palisade Bio, Inc. and trade on
the Nasdaq Capital Market under the ticker symbol PALI.
About Leading BioSciences, Inc.
LBS is developing novel therapeutics designed to improve human
health through therapeutic protection of the gastrointestinal
mucosal barrier. LBS' initial focus is combatting the interruption
of GI function (ileus) following major surgery in order to reduce
recovery times and shorten the duration of patient hospital stays.
Additionally, LBS believes that its investigational therapies have
the potential to prevent the formation of postoperative adhesions
(reducing hospital re-admissions and additional surgeries), as well
as to address the myriad health conditions and complications
associated with chronic disruption of the gastrointestinal mucosal
barrier.
No Offer or Solicitation
This communication will 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 will 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.
Important Additional Information Will be Filed with the
SEC
In connection with the proposed transactions between LBS and
Seneca, Seneca filed a registration statement on Form
S-4 that contained a proxy statement and prospectus with the
Securities Exchange Commission ("SEC") on December 23, 2020. The registration statement was
declared effective on February 11,
2021 and the proxy statement was mailed to the Seneca stockholders on or about February 12, 2021. This communication is not a
substitute for the registration statement or the proxy statement or
any other documents that Seneca
may file with the SEC or send to its stockholders in connection
with the proposed transactions. BEFORE MAKING ANY VOTING DECISION,
SENECA URGES INVESTORS AND
STOCKHOLDERS TO READ THESE MATERIALS, THE REGISTRATION STATEMENT,
PROXY STATEMENT, AND PROSPECTUS, AS MAY BE AMENDED, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT SENECA, THE PROPOSED
TRANSACTION AND RELATED MATTERS.
You may obtain free copies of the registration statement, proxy
statement and all other documents filed or that will be filed with
the SEC regarding the proposed transaction at the website
maintained by the SEC at www.sec.gov. The registration statement
and proxy statementare available free of charge on Seneca's website at www.senecabio.com, by
contacting Seneca's Investor
Relations by phone at (301) 366-4960, or by electronic mail at
investor@senecabio.com. Investors and stockholders are urged to
read the registration statement, proxy statement, prospectus and
the other relevant materials when they become available before
making any voting or investment decision with respect to the
proposed transaction.
Participants in the Solicitation
Seneca and LBS, and each of
their respective directors and executive officers and certain of
their other members of management and employees, may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about Seneca's directors and executive officers is
included in Seneca's Annual Report
on Form 10-K for the year ended December 31,
2019, filed with the SEC on March 27,
2020, the registration statement, proxy statement, and
prospectus filed with the SEC on February 9,
2021. These documents can be obtained free of charge from
the sources indicated above.
Cautionary Statement Regarding Forward Looking
Information:
This news release contains "forward-looking statements" made
pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
relate to future, not past, events and may often be identified by
words such as "expect," "anticipate," "intend," "plan," "believe,"
"seek" or "will." Forward-looking statements by their nature
address matters that are, to different degrees, uncertain. Specific
risks and uncertainties that could cause our actual results to
differ materially from those expressed in our forward-looking
statements include risks inherent in the development and
commercialization of potential products, uncertainty of clinical
trial results or regulatory approvals or clearances, need for
future capital, dependence upon collaborators and maintenance of
our intellectual property rights. Actual results may differ
materially from the results anticipated in these forward-looking
statements. Additional information on potential factors that could
affect our results and other risks and uncertainties are detailed
from time to time in Seneca's
periodic reports filed with the SEC, including its Annual Report on
Form 10-K for the year ended December 31,
2019, its Quarterly Reports on Form 10-Q as well as and in
other reports filed with the SEC. Except as required by applicable
law, we do not assume any obligation to update any forward-looking
statements.
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SOURCE Seneca Biopharma, Inc.