Helix BioMedix, Inc. (OTCQB: HXBM) (the “Company”), a developer
of bioactive peptides, today announced that it has filed a Schedule
13E-3 and related preliminary proxy statement with the Securities
and Exchange Commission (the “SEC”) in connection with a proposed
transaction that is intended to result in the suspension of the
Company’s public reporting obligations under the Securities and
Exchange Act of 1934 (the “Exchange Act”). The proposed transaction
is expected to permit the Company to forego many of the expenses
associated with operating as a public reporting company, including
the costs of preparing and filing periodic reports with the SEC,
related accounting fees and costs, and the ongoing expenses for
compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”).
The suspension of reporting obligations would be accomplished by
a reverse 1:300 stock split of the Company's common stock. All
stockholders owning fewer than 300 shares prior to the reverse
stock split would be cashed out by the Company at a price of $0.60
per pre-split share and would no longer be stockholders of the
Company.
If, after completion of the reverse stock split, the Company has
fewer than 500 stockholders of record, the Company intends to
suspend its reporting obligations under the Exchange Act by filing
a Form 15 with the SEC. Upon such filing, the Company would be
relieved of its requirements to comply with the Sarbanes-Oxley Act
and to file periodic reports with the SEC, including annual reports
on Form 10-K and quarterly reports on Form 10-Q. As a result, the
Company's common stock would no longer be quoted on the OTCQB;
however, the Company anticipates that it will be traded on the Pink
Sheets.
The Company’s Board of Directors based its approval of the 1:300
reverse stock split upon the recommendation of a Special Committee
of the Board of Directors and the receipt of a fairness opinion
from an independent financial advisor, Cascadia Capital, LLC, which
provides that the price of $0.60 per share on a pre-split basis to
be received by stockholders owning less than 300 shares of common
stock is fair to such stockholders from a financial point of
view.
Commenting on the proposal, R. Stephen Beatty, President and
Chief Executive Officer of Helix BioMedix, stated, “After extensive
consideration, the Board of Directors and the Special Committee
determined that the reverse stock split and subsequent suspension
of our public company reporting is anticipated to generate cost
savings of approximately $350,000 annually and allow greater
management focus on operations and business development
initiatives. While we would no longer file SEC reports if the
proposal is approved, we expect to maintain ongoing communications
with our stockholders.”
The consummation of the proposed transaction is subject to a
number of conditions, including the filing of a definitive proxy
statement with the SEC and approval by the Company’s stockholders.
The Company intends to hold a special meeting of its stockholders
to approve a proposal to amend the company’s Certificate of
Incorporation to effect the reverse stock split.
Additional Information
Stockholders are advised not to put undue reliance on the
description of the reverse stock split provided in this press
release and in the preliminary proxy statement. The Company has
filed a preliminary proxy statement and Schedule 13E-3 concerning
the proposed reverse stock split, which are subject to SEC review.
STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE
PRELIMINARY PROXY STATEMENT AND SCHEDULE 13E-3 FILED WITH THE SEC,
AND, WHEN THEY BECOME AVAILABLE, THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED REVERSE
STOCK SPLIT. The definitive proxy statement and Schedule 13E-3 will
be mailed to stockholders as of a record date to be established for
voting on the proposed transaction. Stockholders may obtain free
copies of the Company’s preliminary proxy statement,
Schedule 13E-3, definitive proxy statement (when available)
and its other SEC filings electronically by accessing the SEC’s
home page at http://www.sec.gov. Copies can also be obtained, free
of charge, upon written request to Helix BioMedix, Inc., Attn: R.
Stephen Beatty, President and Chief Executive Officer.
Participation in Solicitation
This press release may constitute soliciting material under SEC
Rule 14a-12, and the Company and its directors, executive officers,
and advisors may be deemed to be participants in the solicitation
of proxies from the holders of the Company’s common stock in
respect of the proposed reverse stock split. Stockholders may
obtain additional information regarding the interest of those
participants by reading the Company’s preliminary proxy statement
and, when they become available, the Company’s definitive proxy
statement and other relevant proxy materials, and the Company’s
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as
filed with the SEC.
Disclaimer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed reverse stock split and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Helix BioMedix, Inc., nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction.
About Helix BioMedix, Inc.
Helix BioMedix, Inc. is a biopharmaceutical company with an
extensive library of structurally diverse bioactive peptides and
patents covering hundreds of thousands of peptide sequences. Core
competencies include peptide design, synthesis and characterization
together with assay development, screening, tissue culture and
microbiology, leveraged through relationships with contract
research organizations and peptide manufacturers. The Company takes
product development programs from theoretical concept to a
qualified skin care active ingredient fully validated as to
efficacy and safety. Applications for Helix BioMedix peptides
include anti-aging cosmeceutical skin care and acne treatment as
well as other topical anti-infective pharmaceuticals and wound
healing applications. Striking and SmartPeptides are registered
trademarks and Cerakine, Apothederm and SmartPeptide are trademarks
of Helix BioMedix, Inc. More information about the Company and its
proprietary peptides may be found on the Company’s website at
www.helixbiomedix.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
which are based on management’s exercise of business judgment, as
well as assumptions made by and information currently available to
management. When used in this document, the words “may,” “will,”
“anticipate,” “believe,” “estimate,” “expect,” “intend” and words
of similar import, are intended to identify any forward-looking
statements. You should not place undue reliance on these
forward-looking statements. These statements reflect our current
view of future events and are subject to certain risks and
uncertainties as described in our Annual Report on Form 10-K for
the year ended December 31, 2011 filed with the SEC. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, our actual results could
differ materially from those anticipated in these forward-looking
statements. We undertake no obligation, and do not intend, to
update, revise or otherwise publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof, or to reflect the occurrence of any unanticipated
events. Although we believe that our expectations are based on
reasonable assumptions, we can give no assurance that our
expectations will materialize. Some of these risks and
uncertainties include, but are not limited to: the occurrence of
any event, change or other circumstance that could give rise to the
abandonment of the reverse stock split; the failure of the reverse
stock split to be consummated for any other reason; the outcome of
any legal proceedings that may be instituted against us and others
relating to the reverse stock split or the suspension of our
reporting obligations under the Exchange Act; the occurrence of any
event, change or other circumstance that could prevent or delay us
from suspending our reporting obligations under the Exchange Act,
including, without limitation, any failure of the reverse stock
split to result in the reduction of the number of our stockholders
of record to below 500; the effect of the reverse stock split and
the suspension of our reporting obligations under the Exchange Act
on our customer relationships, operating results and business
generally; any changes in applicable laws or regulations to which
we may be subject; the amount of the costs, fees, expenses and
charges related to the reverse stock split and the other
transactions described herein; and the amount of cost savings that
we expect to achieve as a result of suspending our reporting
obligations under the Exchange Act.
For these reasons, you should not place undue reliance on any
forward-looking statements included in this proxy statement. Except
as specified in SEC regulations, we have no duty to publicly
release information that updates the forward-looking statements
contained in this proxy statement.
Helix Biomedix (PK) (USOTC:HXBM)
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