MISSISSAUGA, ON, Nov. 29,
2016 /PRNewswire/ - Cipher Pharmaceuticals Inc. (TSX:CPH;
NASDAQ:CPHR) ("Cipher" or "the Company") today announced that its
Board of Directors has approved the voluntary withdrawal of its
common shares from NASDAQ and the voluntary de-registration of its
common shares under the U.S. Securities Exchange Act. Cipher's
common shares will continue trading on the Toronto Stock Exchange
("TSX"), where the Company has been listed since 2004.
"Consistent with our commitment to increasing profitability and
driving shareholder value, our Board concluded that eliminating
these significant expenses outweighed the benefits of maintaining
the U.S. listing at this point," said Stephen L. Lemieux, Interim Chief Executive
Officer, Chief Financial Officer and Secretary of the Company. "The
TSX has been our primary market and represents a higher percentage
of our trading volume."
Cipher plans to file a Form 25 with the Securities and Exchange
Commission (the "SEC") approximately 10 days after the date hereof
and expects that its common shares will cease trading on NASDAQ on
or about December 12, 2016. The
Company expects to cease filing reports with the SEC in the first
quarter of 2017. Cipher's audited annual and unaudited interim
quarterly financial statements, press releases and other
information will continue to be available on SEDAR and the
Company's website at www.cipherpharma.com
Forward-Looking Statements
Statements made in this news release may be forward-looking
and therefore subject to various risks and uncertainties. The words
"may", "will", "could", "should", "would", "suspect", "outlook",
"believe", "plan", "anticipate", "estimate", "expect", "intend",
"forecast", "objective", "hope" and "continue" (or the negative
thereof), and words and expressions of similar import, are intended
to identify forward-looking statements. Certain material factors or
assumptions are applied in making forward-looking statements and
actual results may differ materially from those expressed or
implied in such statements. Factors that could cause results to
vary include those identified in the Company's Annual Information
Form, Form 40-F and other filings with Canadian and U.S. securities
regulatory authorities. These factors include, but are not limited
to, there is no certainty that the consideration of strategic
alternatives will result in any transaction or alternative being
undertaken or pursued, our ability to enter into in-licensing,
development, manufacturing and marketing and distribution
agreements with other pharmaceutical companies and keep such
agreements in effect; our dependency on a limited number of
products; integration difficulties and other risks if we acquire or
in-license technologies or product candidates; reliance on third
parties for the marketing of certain products; the product approval
process is highly unpredictable; the timing of completion of
clinical trials; reliance on third parties to manufacture our
products; we may be subject to product liability claims; unexpected
product safety or efficacy concerns may arise; we generate license
revenue from a limited number of distribution and supply
agreements; the pharmaceutical industry is highly competitive;
requirements for additional capital to fund future operations;
dependence on key managerial personnel and external collaborators;
no assurance that we will receive regulatory approvals in the U.S.,
Canada or any other jurisdictions;
certain of our products are subject to regulation as controlled
substances; limitations on reimbursement in the healthcare
industry; limited reimbursement for products by government
authorities and third-party payor policies; various laws pertaining
to health care fraud and abuse; reliance on the success of
strategic investments and partnerships; the publication of negative
results of clinical trials; unpredictable development goals and
projected time frames; rising insurance costs; ability to enforce
covenants not to compete; risks associated with the industry in
which it operates; we may be unsuccessful in evaluating material
risks involved in completed and future acquisitions; we may be
unable to identify, acquire or integrate acquisition targets
successfully; operations in the U.S.; inability to meet covenants
under our long-term debt arrangement ; compliance with privacy and
security regulation; our policies regarding returns, allowances and
chargebacks may reduce revenues; certain regulations could restrict
our activities; additional regulatory burden and controls over
financial reporting; reliance on third parties to perform certain
services; general commercial litigation, class actions, other
litigation claims and regulatory actions; being a foreign private
issuer may limit the information available to U.S. shareholders; we
may lose our foreign private issuer status which could result in
significant additional costs; the potential violation of
intellectual property rights of third parties; our efforts to
obtain, protect or enforce our patents and other intellectual
property rights related to our products; changes in U.S., Canadian
or foreign patent laws; litigation in the pharmaceutical industry
concerning the manufacture and supply of novel and generic versions
of existing drugs; inability to protect our trademarks from
infringement; shareholders may be further diluted; volatility of
our share price; a significant shareholder; we do not currently
intend to pay dividends; our operating results may fluctuate
significantly; and our debt obligations will have priority over the
common shares in the event of a liquidation, dissolution or winding
up. All forward-looking statements presented herein should be
considered in conjunction with such filings. Except as required by
Canadian or U.S. securities laws, the Company does not undertake to
update any forward-looking statements; such statements speak only
as of the date made.
About Cipher Pharmaceuticals Inc.
Cipher Pharmaceuticals (NASDAQ:CPHR;TSX:CPH) is a growing
specialty pharmaceutical dermatology company, with a robust and
diversified portfolio of commercial and early to late-stage
products.
Through multiple transactions, Cipher has built its U.S.
commercial presence, expanded its Canadian dermatology franchise
and broadened its pipeline. Cipher is well-capitalized to drive
long-term, sustained earnings growth by leveraging its proven
clinical development capabilities and efficient commercial
execution. For more information,
visit www.cipherpharma.com.
SOURCE Cipher Pharmaceuticals Inc.