Flex Pharma, Inc. (Nasdaq: FLKS) today announced that on or
about June 27, 2019 it will mail a supplement (the “Supplement”) to
its proxy materials to provide stockholders with updated
information regarding brokers’ discretionary authority to vote
stockholders’ shares on Proposal 2 (regarding the reverse stock
split) and Proposal 4 (regarding adjournment of the special
meeting).
In Flex Pharma’s proxy statement/prospectus/information
statement dated April 29, 2019 relating to the special meeting of
stockholders (the “Proxy Statement”), Flex Pharma stated that
Proposals 1, 2, 3 and 4 in the Proxy Statement are considered
non-discretionary matters under the rules of the New York Stock
Exchange (“NYSE”) applicable to broker-dealers and, therefore, a
stockholder’s broker will not be able to vote the stockholder’s
shares of Flex Pharma’s common stock without specific instructions.
However, following Flex Pharma’s recent discussion with NYSE, Flex
Pharma has determined that Proposals 2 and 4 are considered
“routine” matters. Flex Pharma will send the Supplement to
advise its stockholders that Proposals 2 and 4 are “routine”
matters and that, as such, a broker will have discretion to vote a
stockholder’s shares on those proposals even if the broker has
received no voting instructions from the stockholder with respect
to those proposals.
Flex Pharma previously adjourned the special meeting until July
12, 2019 in order to provide stockholders with more time to
complete proxies and vote their shares. Additional shares must be
voted for all proposals in order to complete the planned merger
with Salarius Pharmaceuticals, LLC, a privately held clinical-stage
oncology company targeting the epigenetic causes of cancers.
ADDITIONAL VOTES ARE REQUIRED TO COMPLETE
THE MERGER - URGENT ACTION NEEDED BEFORE July 12, 2019 -
All stockholders are urged to vote as soon as possible “FOR” all
proposals in the Proxy Statement by telephone, via the Internet or
using the proxy card they received with their proxy materials. For
any questions, or assistance in voting shares, or to receive
additional copies of the proxy materials, stockholders should call
Flex Pharma’s proxy solicitor, Innisfree M&A Incorporated,
toll-free at 1 (888) 750-5834.
All stockholders’ votes are important. If Flex Pharma does not
complete the merger, it will likely be delisted from Nasdaq and
wind-up, which could cause stockholders to lose most of the value
of their investment.
About Salarius Pharmaceuticals
Salarius Pharmaceuticals, LLC is a clinical-stage oncology
company targeting the epigenetic causes of cancers and is
developing treatments for patients that need them the most. The
company’s lead candidate, Seclidemstat, is currently in clinical
development for treating Ewing sarcoma, for which it has Orphan
Drug designation and Pediatric Rare Disease Designation by the U.S.
Food and Drug Administration. Salarius believes that Seclidemstat
is one of only two reversible inhibitors of the epigenetic
modulator LSD1 currently in human trials, and that it could have
potential for improved safety and efficacy compared to other
LSD1-targeted therapies. Salarius is also developing Seclidemstat
for a number of cancers with high unmet need and expects to
commence additional clinical studies in 2019 targeting advanced
solid tumors, including prostate, breast and ovarian cancers. For
more information, please visit salariuspharma.com.
About Flex Pharma
Flex Pharma, Inc. is a biotechnology company that was founded in
2014 by National Academy of Science members Rod MacKinnon, M.D.
(2003 Nobel Laureate) and Bruce Bean, Ph.D., recognized leaders in
the fields of ion channels and neurobiology.
Additional Information and Where to Find
It. This communication may be deemed to be solicitation
material in respect of the proposed transaction. In connection with
the proposed transaction, Flex Pharma filed with the Securities and
Exchange Commission (SEC) a registration statement on Form S-4
(File No. 333-229666) containing a proxy statement / prospectus /
information statement, which took effect on April 29, 2019. On
April 30, 2019, Flex Pharma filed a definitive proxy statement /
prospectus / information statement with the SEC. On or around May
3, 2019, Flex Pharma began mailing the definitive proxy statement /
prospectus / information statement to Flex Pharma stockholders of
record as of the close of business on April 17, 2019. FLEX PHARMA
URGES INVESTORS AND EQUITYHOLDERS OF FLEX PHARMA AND SALARIUS TO
READ THE DEFINITIVE PROXY STATEMENT / PROSPECTUS / INFORMATION
STATEMENT REGARDING THE PROPOSED TRANSACTION, AS WELL AS OTHER
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX PHARMA,
SALARIUS AND THE PROPOSED TRANSACTION. This communication is not a
substitute for the registration statement, definitive proxy
statement / prospectus / information statement or any other
documents that Flex Pharma has filed or may file with the SEC or
send to Flex Pharma or Salarius equityholders in connection with
the proposed transaction.
You may obtain free copies of the registration statement,
definitive proxy statement / prospectus / information statement,
the Supplement and all other documents filed or that will be filed
with the SEC regarding the proposed transaction at the website
maintained by the SEC, www.sec.gov. Once they are filed, copies of
the registration statement, definitive proxy statement / prospectus
/ information statement and the Supplement will be available free
of charge on Flex Pharma’s website at www.flex-pharma.com or by
contacting John McCabe at jmccabe@flex-pharma.com.
Participants in Solicitation. Flex
Pharma, Salarius and their respective directors or managers and
executive officers may be deemed to be participants in the
solicitation of proxies from the holders of Flex Pharma common
stock in connection with the proposed transaction. Information
about Flex Pharma’s directors and executive officers is set forth
in Flex Pharma’s Annual Report on Form 10-K for the period ended
December 31, 2018, which was filed with the SEC on March 6, 2019,
and amended on April 16, 2019. Other information regarding the
interests of such individuals, as well as information regarding
Salarius’ managers and executive officers and other persons who may
be deemed participants in the proposed transaction, is set forth in
the definitive proxy statement / prospectus / information
statement. You may obtain free copies of these documents as
described in the preceding paragraph.
Non-Solicitation. This
communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of
securities in connection with the merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements. Certain
statements in this communication constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act. These
forward-looking statements reflect Flex Pharma’s current views
about its plans. Although Flex Pharma believes that its plans as
reflected in or suggested by those forward-looking statements are
reasonable, it can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved.
Furthermore, actual results will be affected by a variety of risks
and uncertainties that are beyond its control. Risks and
uncertainties include, but are not limited to: inability to
complete the proposed transaction; the ability of the proposed
transaction to increase stockholder value; and other risks and
uncertainties detailed in the risk factors section of Flex Pharma’s
registration statement on Form S-4 (File No. 333-229666), Form 10-K
and Forms 10-Q filed with the SEC, as well as other filings Flex
Pharma makes with the SEC from time-to-time. Many of these factors
that will determine actual results are beyond Flex Pharma’s ability
to control or predict. Flex Pharma disclaims any obligation to
update information contained in these forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190625005311/en/
Flex Pharma, Inc. William McVicar Chief Executive Officer (617)
874-1821 wmcvicar@flex-pharma.com
LifeSci Advisors, LLC Jeremy Feffer Managing Director (212)
915-2568
FLEX PHARMA, INC. (NASDAQ:FLKS)
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