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8-K - WINDTREE THERAPEUTICS INC /DE/ | v206588_8k.htm |
EX-3.1 - WINDTREE THERAPEUTICS INC /DE/ | v206588_ex3-1.htm |
Exhibit 99.1
Discovery
Labs Announces Reverse Stock Split
Warrington, PA, December 27,
2010 — Discovery
Laboratories, Inc. (Nasdaq: DSCO) today announced that it has filed a
Certificate of Amendment to its Amended and Restated Certificate of
Incorporation (the “Amendment”) to effect a 1-for-15 share consolidation, or
reverse stock split (“reverse split”), effective at 12:01 a.m. on December 28,
2010 (the “Effective Time”). In addition, the Amendment reduces the
number of shares of common stock, par value $0.001 per share, authorized under
the Certificate of Incorporation from 380 million to 50
million. Because the Amendment does not reduce the number of
authorized shares of common stock in the same proportion as the reverse split,
the effect of the Amendment is to increase the number of shares of common stock
available for issuance relative to the number of shares issued and
outstanding. The stockholders of Discovery Labs approved proposals
authorizing the Board of Directors, in its discretion, to implement the reverse
split and reduce the number of authorized shares of common stock at the Annual
Meeting of Stockholders held on December 21, 2010.
The Board
of Directors of Discovery Labs has determined to implement the reverse split at
this time to enable the market price per-share of its common stock to close
above $1.00, which is a continued listing requirement of The NASDAQ Capital
Market® (“Nasdaq”). On November 30, 2010, Discovery Labs received a
Staff Determination letter from Nasdaq indicating that it had not established
compliance with Nasdaq Listing Rule 5550(a)(2) (“Minimum Bid Price Rule”)
because its common stock had not closed above $1.00 per share over a period of
10 consecutive business days ending on or prior to November 29, 2010, and that
its stock is subject to delisting. Discovery Labs has requested a
hearing with Nasdaq to review the Staff Determination and believes that
implementation of the reverse split will support its continued listing on
Nasdaq. Discovery Labs believes that continued listing on Nasdaq,
combined with the increase in shares available for issuance, will enhance its
ability to secure necessary capital from potential strategic partners and
prospective investors to achieve its key business objectives, including
potentially gaining U.S. Food and Drug Administration (FDA) approval for its
lead product, Surfaxin®, for the prevention of respiratory distress syndrome
(RDS) in premature infants.
Details
of the Reverse Split
At the
Effective Time, immediately and without further action by Discovery Labs’
stockholders, every 15 shares of Discovery Labs’ pre-split common stock, par
value $0.001 per share, will automatically be converted into one share of
post-split common stock, par value $0.001 per share. In lieu of
fractional shares, stockholders will receive cash in an amount equal to the
product obtained by multiplying (i) the closing sale price per share on the
business day immediately preceding the Effective Time as reported on Nasdaq by
(ii) the number of shares of common stock held by the stockholder that
would otherwise have been exchanged for the fractional share
interest.
The
immediate effect of the reverse split will be to reduce the number of shares of
Discovery Labs’ common stock that are issued and outstanding to approximately
13.8 million shares (excluding shares reserved for stock options and unexercised
warrants), adjusted for fractional interests. The reverse split will
affect all stockholders uniformly and will have no effect on the proportionate
holdings of any individual stockholder, with the exception of adjustments
related to fractional shares. There will be no change in the number
of stockholders of record as a result of the reverse split. Following
the reverse split, all shares will remain fully paid and
non-assessable.
To inform
the market of the reverse split, Discovery Labs expects that Nasdaq will append
a suffix character, “D,” to the Company’s trading symbol (DSCO) for
approximately 20 days after the Effective Time. After the ~20
trading-day period, the ticker symbol will revert to “DSCO”. In
addition, Discovery Labs’ common stock will also trade under a new CUSIP number
beginning on December 28, 2010.
Additional
information can be found in Discovery Labs’ definitive proxy statement, which
was filed with the SEC on November 15, 2010 and is available on the Company’s
website at www.Discoverylabs.com.
About
Discovery Labs
Discovery
Laboratories, Inc. is a biotechnology company developing surfactant therapies
for respiratory diseases. Surfactants are produced naturally in the lungs and
are essential for breathing. Discovery Labs’ novel proprietary KL4 surfactant technology produces
a synthetic, peptide-containing surfactant that is structurally similar to
pulmonary surfactant and is being developed in liquid, aerosol or lyophilized
formulations. In addition, Discovery Labs’ proprietary capillary aerosolization
technology produces a dense aerosol, with a defined particle size that is
capable of potentially delivering aerosolized KL4 surfactant to the lung without
the complications currently associated with liquid surfactant administration.
Discovery Labs believes that its proprietary technology platform makes it
possible, for the first time, to develop a significant pipeline of surfactant
products to address a variety
of respiratory diseases for which there frequently are few or no approved
therapies. For more information, please visit our website at
www.Discoverylabs.com.
Forward-Looking
Statements
To
the extent that statements in this press release are not strictly historical,
all such statements are forward-looking, and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements, including with respect to the
potential continued listing of the Company’s common stock on the Nasdaq Capital
Market, the potential approval in the United States of Surfaxin for the
prevention of RDS in premature infants, and the ability of the Company to fund
its activities through strategic and financing transactions or otherwise, are
subject to certain risks and uncertainties that could cause actual results to
differ materially from the statements made. Examples of such risks
and uncertainties are described in the Company’s filings with the Securities and
Exchange Commission including the Company’s proxy statement on Schedule 14A and
the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments
thereto.
Contact
Information:
Investor
relations:
John G.
Cooper, President and Chief Financial Officer
215-488-9490