Point Therapeutics Adjourns Meeting of Stockholders to February 12, 2008; DARA BioSciences Stockholders Approve Merger with Poin
January 29 2008 - 4:30PM
Business Wire
Point Therapeutics, Inc. (NASDAQ: POTP) today announced that it has
adjourned its annual meeting of stockholders, which commenced at 10
a.m. this morning, until Tuesday, February 12, 2008. At the
February 12 meeting, Point stockholders will vote on several
proposals in connection with the proposed merger with DARA
Biosciences, Inc. The meeting was adjourned to allow for the
solicitation of additional votes in favor of the proposals. While
proxies received to date have been overwhelmingly in favor of the
merger-related proposals, approval of a majority of the outstanding
Point shares is necessary for certain of the proposals to be
approved. Point attributes the shortfall primarily to the fact that
the Company currently has a large and diverse stockholder base. The
adjourned meeting is scheduled to be held on February 12, 2008 at
10:00 a.m., Eastern Time, at the law office of Ropes & Gray
LLP, One International Place, 36th Floor, Boston, MA 02110. On
January 28, 2008, DARA BioSciences, Inc. conducted a special
meeting of its stockholders. At that meeting, the DARA stockholders
approved the merger transaction with Point. As previously
announced, Point has received several notices of non-compliance
with the NASDAQ listing standards from the staff of the Listing
Qualifications Department of The NASDAQ Stock Market LLC. On
January 25, 2008, Point received an additional notice of
non-compliance due to the fact that it does not currently have
three independent directors on its Audit Committee, as required by
Marketplace Rule 4350 (d)(2)(A). Point has advised NASDAQ that it
will be in a position to comply, and intends to comply, with the
audit committee requirement promptly following the closing of the
merger. As announced by Point on December 17, 2007, the NASDAQ
Listing Qualifications Panel (the �Panel�) granted Point�s request
for continued listing of its securities on The NASDAQ Capital
Market, subject to satisfaction of certain conditions by January
30, 2008, including completion of the merger with DARA and approval
of a NASDAQ initial listing application filed by Point and DARA on
October 26, 2007. Point has requested that the Panel allow
continued listing of its securities, subject to satisfaction by
February 13, 2008 of the previously-imposed conditions; however,
there can be no assurance that the Panel will grant Point�s
request. If the Panel does not grant this request, NASDAQ could
determine to de-list Point�s securities immediately since the
merger with DARA, and approval of the NASDAQ initial listing
application, will not be completed by January 30, 2008. Point
encourages all of its stockholders to vote at the annual meeting.
Point�s Board of Directors has determined that the merger with DARA
Biosciences is advisable and fair to and in the best interests of
Point stockholders and recommends that Point stockholders vote
�FOR� all the proposals. If Point is unable to obtain the vote
necessary to approve the proposed transaction, the Company believes
it will have to seek bankruptcy protection. Point intends to
continue to solicit votes and proxies in favor of the proposals
during the period from now through February 12. During this time,
stockholders will continue to be able to vote their shares for or
against the proposals, or to change their previously cast votes.
For information regarding the proposed merger, please refer to the
registration statement on Form S-4, which contains a joint proxy
statement/prospectus and other relevant materials, filed by Point
with the Securities and Exchange Commission on December 17, 2007.
Point stockholders are reminded that their vote is important
regardless of how many or how few shares they own. Stockholders who
have any questions relating to this shareholder meeting or voting
their shares may call Point�s proxy solicitor, The Altman Group,
toll-free at (866) 406-2289. About DARA BioSciences, Inc.: DARA
BioSciences(TM), Inc. is a Raleigh, North Carolina-based
development-stage pharmaceutical company that acquires promising
therapeutic molecules and medical technologies. DARA focuses its
therapeutic development efforts on small molecules from late
preclinical development through phase 2 clinical trials. DARA is
developing a portfolio of therapeutic candidates for neuropathic
pain, metabolic diseases including Type 2 diabetes, and
dermatological disorders. About Point Therapeutics, Inc.: Point
Therapeutics, Inc. is a biopharmaceutical company which has studied
its lead product candidate, talabostat, in a number of human
clinical trials in late-stage cancers. In May 2007, interim
clinical results caused Point's Independent Data Monitoring
Committee to recommend stopping Point's two Phase 3 talabostat
studies for patients in advanced non-small cell lung cancer.
Subsequently, the talabostat clinical development program was put
on clinical hold by the U.S. Food and Drug Administration. Point
has also studied talabostat in several Phase 2 trials, including as
a single-agent and in combination with cisplatin in metastatic
melanoma, in combination with rituximab in advanced chronic
lymphocytic leukemia, in combination with gemcitabine in Stage IV
pancreatic cancer, and in combination with docetaxel in non-small
cell lung cancer. Due to cash limitations, Point is not currently
funding any internal research or clinical operations. FORWARD
LOOKING STATEMENTS: This press release contains forward-looking
statements, including statements regarding the timing of the
meetings of stockholders and closing of the merger, that involve
known and unknown risks, uncertainties and other factors that may
cause actual outcomes to differ materially from outcomes expressed
or implied by this press release. Such risk factors include, among
others that the matters submitted for stockholder approval at the
meetings of stockholders may not be approved. Actual results may
differ materially from those contained in the forward-looking
statements in this press release. Additional information concerning
these and other risk factors is contained in the Risk Factors
sections of the Form S-4 filed with the Securities and Exchange
Commission on December 17, 2007, and from time to time in Point's
other reports filed with the Securities and Exchange Commission.
Additional Information and Where to Find It In connection with the
merger between DARA and Point, on December 17, 2007, Point filed
with the SEC a registration statement on Form S-4, which contains a
joint proxy statement/prospectus and other relevant materials.
INVESTORS AND SECURITY HOLDERS OF POINT AND DARA ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DARA,
POINT AND THE MERGER. The joint proxy statement/prospectus and
other relevant materials and any other documents filed by Point
with the SEC, may be obtained free of charge at the SEC�s web site
at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Point by
directing a request to: Point Therapeutics, Inc., 70 Walnut Street,
Wellesley Hills, MA 02481, Attention: Investor Relations. Point and
its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders
of Point in favor of the merger. Investors and stockholders may
obtain detailed information regarding the direct and indirect
interests of DARA, Point and their respective executive officers
and directors in the merger by reading the joint proxy
statement/prospectus regarding the merger.
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