Attached files

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8-K - FORM 8-K - Pernix Sleep, Inc.c08956e8vk.htm
EX-1.1 - EXHIBIT 1.1 - Pernix Sleep, Inc.c08956exv1w1.htm
EX-5.1 - EXHIBIT 5.1 - Pernix Sleep, Inc.c08956exv5w1.htm
EX-99.1 - EXHIBIT 99.1 - Pernix Sleep, Inc.c08956exv99w1.htm
EX-99.3 - EXHIBIT 99.3 - Pernix Sleep, Inc.c08956exv99w3.htm
Exhibit 99.2
(SOMAXON LOGO)
SOMAXON ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK
SAN DIEGO, CA — November 19, 2010 — Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) today announced that it has priced an underwritten public offering of 8,800,000 shares of its common stock at a price to the public of $2.95 per share. The offering is expected to close on or about November 24, 2010, subject to customary closing conditions.
Piper Jaffray & Co. is acting as sole underwriter for the offering. Somaxon has granted the underwriter a 30-day option to purchase up to 1,320,000 additional shares of common stock to cover over-allotments, if any.
The securities described above are being offered by Somaxon pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on July 15, 2010. A prospectus supplement related to the offering will be filed with the SEC and, once filed, will be available on the SEC’s web site at http://www.sec.gov. When available, copies of the prospectus supplement and the accompanying prospectus relating to these securities may be obtained from Piper Jaffray & Co. at 800 Nicollet Mall, Minneapolis, MN 55402, Suite 800, or by telephone at (800) 747-3924. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Somaxon Pharmaceuticals, Inc.
Headquartered in San Diego, CA, Somaxon Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the in-licensing, development and commercialization of proprietary branded pharmaceutical products and of late-stage product candidates for the treatment of diseases and disorders in the central nervous system therapeutic area. Somaxon’s product Silenor (doxepin), now available by prescription in the United States, is indicated for the treatment of insomnia characterized by difficulty with sleep maintenance.
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Somaxon Announces Pricing of Public Offering of Common Stock
Page 2
In addition to historical facts, this press release contains forward-looking statements that involve a number of risks and uncertainties such as those, among others, relating to Somaxon’s expectations regarding the completion, timing and size of its proposed public offering. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with Somaxon’s business and finances in general, and the other risks detailed in Somaxon’s periodic filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Somaxon undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.