Cempra, Inc. (Nasdaq:CEMP), a clinical-stage pharmaceutical company
focused on developing differentiated anti-infectives for acute care
and community settings to meet critical medical needs in the
treatment of infectious diseases, today announced the preliminary
results of its stockholder vote at the company’s 2017 annual
meeting of stockholders held today. Among other proposals, Cempra
stockholders approved the issuance of Cempra common stock pursuant
to the previously announced agreement and plan of merger and
reorganization dated as of August 8, 2017, as amended on September
6, 2017 and October 24, 2017 (the merger agreement), pursuant to
which Melinta will merge with a subsidiary of Cempra (the merger)
as described in the definitive proxy statement filed by Cempra on
October 5, 2017 and supplemented as of October 24, 2017 and October
27, 2017 (the definitive proxy statement). As a result of the
stockholder vote, the parties will proceed with the closing of the
merger as soon as practicable.
The following merger-related proposals were
approved:
- A proposal to approve the issuance of Cempra common stock
pursuant to merger agreement
- A proposal to change the name of Cempra to “Melinta
Therapeutics, Inc.”
- A proposal to approve amendments to Cempra’s certificate of
incorporation to effect a reverse stock split
- The adjournment of the annual meeting, if necessary or
appropriate, to solicit additional proxies if there are
insufficient votes at the time of the annual meeting to approve and
adopt the Merger Agreement
Stockholders also approved on a non-binding advisory basis
Cempra’s 2016 executive compensation (say on pay).
Stockholders elected each of the three Class III directors
standing for re-election (note, however, that if the merger is
consummated, the board of directors will be reconstituted in
accordance with the terms of the merger agreement and as described
in the definitive proxy statement).
Stockholders also approved the appointment of
PricewaterhouseCoopers LLP to serve as the company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2017.
Two proposals were not approved:
- A proposal to increase the number of authorized shares of
Cempra common stock from 80,000,000 to 250,000,000; and
- A proposal to elect for Cempra not to be governed by or subject
to Section 203 of the Delaware General Corporation Law
(DGCL)
Final vote results will be reported in a Form
8-K.
Pursuant to the terms of the merger agreement,
the proposal to increase the number of authorized shares of Cempra
common stock is a condition to the closing of the merger. However,
Cempra and Melinta have agreed that they will mutually waive this
condition and proceed with the closing of the merger.
About Cempra, Inc.
Cempra, Inc. is a clinical-stage pharmaceutical
company focused on developing differentiated anti-infectives for
acute care and community settings to meet critical medical needs in
the treatment of infectious diseases. Cempra's two lead product
candidates are currently in advanced clinical development.
Solithromycin has been evaluated in two Phase 3 clinical trials for
community-acquired bacterial pneumonia (CABP). Cempra is currently
seeking approval for CABP for both intravenous and oral capsule
formulations from the U.S. Food and Drug Administration.
Solithromycin is licensed to strategic commercial partner Toyama
Chemical Co., Ltd., a subsidiary of FUJIFILM Holdings Corporation,
for certain exclusive rights in Japan. Cempra is contracted with
BARDA for the development of solithromycin for pediatric use and
has commenced enrollment in a global Phase 2/3 trial to evaluate
the safety and efficacy of solithromycin versus standard of care
antibiotics in children and adolescents from two months to 17 years
of age. Solithromycin is also in development for uncomplicated
urogenital urethritis caused by Neisseria gonorrhoeae or chlamydia.
Fusidic acid is Cempra's second product candidate, which has
completed a Phase 3 trial comparing fusidic acid to linezolid in
patients with ABSSSI. Cempra also has an ongoing exploratory study
of fusidic acid for chronic oral treatment of refractory infections
in bones and joints. Both products seek to address the need for new
treatments targeting drug-resistant bacterial infections in the
hospital and in the community. Cempra is also studying
solithromycin for ophthalmic conditions and has synthesized novel
macrolides for non-antibiotic uses such as the treatment of chronic
inflammatory diseases, endocrine diseases and gastric motility
disorders. Cempra was founded in 2006 and is headquartered in
Chapel Hill, N.C. For additional information about Cempra please
visit www.cempra.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this communication regarding the proposed
merger and other contemplated transactions (including statements
relating to satisfaction of the conditions to and consummation of
the proposed merger) constitute “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act and are usually identified by the use
of words such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,”
and variations of such words or similar expressions. We intend
these forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Securities Exchange
Act and are making this statement for purposes of complying with
those safe harbor provisions. These forward-looking statements
reflect our current views about our plans, intentions,
expectations, strategies and prospects, which are based on the
information currently available to us and on assumptions we have
made. Although we believe that our plans, intentions, expectations,
strategies and prospects as reflected in or suggested by those
forward-looking statements are reasonable, we can give no assurance
that the plans, intentions, expectations or strategies will be
attained or achieved. Furthermore, actual results may differ
materially from those described in the forward-looking statements
and will be affected by a variety of risks and factors that are
beyond our control.
Risks and uncertainties for Cempra and Melinta and of the
combined company include, but are not limited to: inability
to complete the proposed merger and other contemplated
transactions; liquidity and trading market for shares prior to and
following the consummation of the proposed merger; costs and
potential litigation associated with the proposed merger; failure
or delay in obtaining required approvals by the SEC or any other
governmental or quasi-governmental entity necessary to consummate
the proposed merger, which may also result in unexpected additional
transaction expenses and operating cash expenditures on the
parties; failure to obtain the necessary stockholder approvals or
to satisfy other conditions to the closing of the proposed merger
and the other contemplated transactions; a superior proposal being
submitted to either party; failure to issue Cempra common stock in
the proposed merger and other contemplated transactions exempt from
registration or qualification requirements under applicable state
securities laws; risks related to the costs, timing and regulatory
review of the combined company’s studies and clinical trials,
including its ability to address the issues identified by the FDA
in the complete response letter relating to Cempra’s new drug
applications for solithromycin for community acquired bacterial
pneumonia; uncertainties in obtaining successful clinical results
for product candidates and unexpected costs that may result
therefrom; inability or the delay in obtaining required regulatory
approvals for product candidates, which may result in unexpected
cost expenditures; failure to realize any value of certain product
candidates developed and being developed, in light of inherent
risks and difficulties involved in successfully bringing product
candidates to market; inability to develop new product candidates
and support existing products; inability to commercialize and
launch any product candidate that receives regulatory approval,
including Baxdela; the combined company’s anticipated capital
expenditures, its estimates regarding its capital requirements and
its need for future capital; uncertainties of cash flows and
inability to meet working capital needs; cost reductions that may
not result in anticipated level of cost savings or cost reductions
prior to or after the consummation of the proposed merger; the
approval by the FDA and EMA and any other similar foreign
regulatory authorities of other competing or superior products
brought to market; risks resulting from unforeseen side effects;
risk that the market for the combined company’s products may not be
as large as expected; inability to obtain, maintain and enforce
patents and other intellectual property rights or the unexpected
costs associated with such enforcement or litigation; inability to
obtain and maintain commercial manufacturing arrangements with
third party manufacturers or establish commercial scale
manufacturing capabilities; loss of or diminished demand from one
or more key customers or distributors; unexpected cost increases
and pricing pressures; the possibility of economic recession and
its negative impact on customers, vendors or suppliers; and risks
associated with the possible failure to realize certain benefits of
the proposed merger, including future financial, tax, accounting
treatment, and operating results. Many of these factors that
will determine actual results are beyond Cempra’s, Melinta’s, or
the combined company’s ability to control or predict.
Other risks and uncertainties are more fully described in our
Annual Report on Form 10-K for the year ended December 31, 2016, as
amended by Form 10-K/A filed with the SEC on April 13, 2017, and in
other filings that Cempra makes and will make with the SEC in
connection with the proposed transactions, including the proxy
statement described below under “Important Information and Where to
Find It.” Existing and prospective investors are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The statements made in this
communication speak only as of the date stated herein, and
subsequent events and developments may cause our expectations and
beliefs to change. While we may elect to update these
forward-looking statements publicly at some point in the future, we
specifically disclaim any obligation to do so, whether as a result
of new information, future events or otherwise, except as required
by law. These forward-looking statements should not be relied upon
as representing our views as of any date after the date stated
herein.
Important Information and Where to Find It
You can find information about Cempra’s directors and executive
officers in Cempra’s Annual Report on Form 10-K for the year ended
December 31, 2016 filed with the SEC on February 28, 2017, as
amended by Form 10-K/A filed with the SEC on April 13, 2017, and in
the definitive proxy statement filed with the SEC on October 5,
2017 and supplemented as of October 24, 2017 and October 27, 2017
in connection with the proposed merger.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Stockholders may obtain, free of
charge, copies of the proxy statement and any other documents filed
by Cempra with the SEC in connection with the proposed transactions
at the SEC’s website (http://www.sec.gov), at Cempra’s website
(http://investor.cempra.com/), or by writing to the Secretary,
Cempra, Inc. at 6320 Quadrangle Drive, Suite 360, Chapel Hill,
North Carolina 27517.
Company Contact:John BluthCempra, Inc.+1 984
209 4534jbluth@cempra.com
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