PARSIPPANY, N.J., May 15 /PRNewswire-FirstCall/ -- Alteon Inc.
(AMEX:ALT) announced today a net loss of $1,621,327 for the three
months ended March 31, 2006. This compares to a net loss of
$4,642,299 for the same period in 2005. The net loss applicable to
common stockholders, which includes a non-cash preferred stock
dividend, was $2,796,649 or $0.05 per basic/diluted share for the
three months ended March 31, 2006, as compared to $5,713,877 or
$0.10 per basic/diluted share for the same period in 2005. Research
and development expenses were $449,840 for the three months ended
March 31, 2006, as compared to $3,641,100 for the three months
ended March 31, 2005. This is a decrease of $3,191,260 or 87.6%,
which is attributed to significantly lower clinical trial costs and
manufacturing expenses as a result of the discontinuation of our
Systolic Pressure Efficacy and Safety Trial of Alagebrium
(SPECTRA). General and administrative expenses were $1,231,851 for
the three months ended March 31, 2006, as compared to $1,100,348
for the three months ended March 31, 2005. Although general and
administrative expenses remained relatively flat, the 2006 results
include increased severance costs and retention bonuses offset by
decreased corporate expenses. Cash and cash equivalents at March
31, 2006, totaled $4.5 million. On April 21, 2006, the Company
closed a private placement of Units, consisting of common stock and
warrants, for gross proceeds of approximately $2.6 million. Each
Unit consisted of one share of the Company's common stock and one
warrant to purchase one share of the Company's common stock,
comprising a total of 10,340,000 shares of common stock and
warrants to purchase 10,340,000 shares of common stock. On April
19, 2006, the Company entered into a definitive merger agreement
with HaptoGuard, Inc., Alteon Merger Sub, Inc., a wholly-owned
subsidiary of Alteon ("Merger Sub"), and Genentech, Inc. The merger
agreement provides that upon the terms and subject to the
conditions set forth in the merger agreement, Merger Sub will merge
with and into HaptoGuard, with HaptoGuard becoming the surviving
corporation and a wholly-owned subsidiary of Alteon. The merger
agreement also provides for the granting of certain royalty and
negotiation rights to Genentech, Inc. as part of the restructuring
of Genentech's preferred stock position in Alteon in connection
with the proposed merger. For more information, please refer to
Alteon's press release dated April 19, 2006. Separately, the
Company announced that Mary T. Phelan, Director of Finance and
Financial Reporting and Principal Accounting Officer, has announced
her intention to resign, effective May 31, 2006. "Mary has been a
valued colleague for six years," said Mr. Moch. "We thank her for
her commitment to Alteon and wish her well in the years ahead."
About Alteon Alteon is a product-based biopharmaceutical company
engaged in the development of small molecule drugs to treat and
prevent cardiovascular diseases and other diseases associated with
aging and diabetes. The Company has identified promising product
candidates that it believes represent novel potential approaches to
some of the largest pharmaceutical markets. Alteon recently
announced a definitive merger agreement with privately- held
HaptoGuard, Inc. Alteon and HaptoGuard have complementary products
under development in cardiovascular diseases and diabetes,
including two Phase 2 clinical-stage compounds, ALT-2074 and
alagebrium. Data is expected around year-end 2006 from a Phase 2
trial of HaptoGuard's ALT-2074 that will seek to reduce myocardial
injury in diabetic patients undergoing angioplasty or similar
interventions. Alteon's alagebrium is being developed for heart
failure. This disease represents a rapidly growing market of unmet
medical need, particularly common among diabetic patients, and
alagebrium has demonstrated relevant clinical activity in two Phase
2 clinical trials. The merger is subject to the approval of Alteon
and HaptoGuard shareholders and is expected to close in the third
quarter of 2006. For more information please visit Alteon's
website, http://www.alteon.com/. Any statements contained in this
press release that relate to future plans, events or performance
are forward-looking statements that involve risks and uncertainties
including, but not limited to, that Alteon may not complete the
acquisition of HaptoGuard, and if completed, that the combined
company's financial condition may not be as expected, and those
relating to Alteon's ability to obtain sufficient financing to
allow it to continue as a going concern and to continue the
development of alagebrium, technology and product development
(including the possibility that results of clinical trials may not
be available in a timely manner, that early clinical trial results
may not be predictive of results that will be obtained in
large-scale testing or that any clinical trials will not
demonstrate sufficient safety and efficacy to obtain requisite
approvals or will not result in marketable products), regulatory
approval processes, intellectual property rights and litigation,
competitive products, and other risks identified in Alteon's
filings with the Securities and Exchange Commission. Further
information on risks faced by Alteon are detailed under the caption
"Risk Factors" in Alteon's Annual Report on Form 10-K for the year
ended December 31, 2005 and in subsequent filings with the SEC.
These filings are available on a website maintained by the
Securities and Exchange Commission at http://www.sec.gov/. The
information contained in this press release is accurate as of the
date indicated. Actual results, events or performance may differ
materially. Alteon undertakes no obligation to publicly release the
result of any revision to these forward-looking statements that may
be made to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events. Participants in
the Solicitation In connection with the proposed merger, Alteon
Inc. and HaptoGuard, Inc. will be filing a joint proxy statement
with the Securities and Exchange Commission. Investors and security
holders of Alteon Inc. and HaptoGuard, Inc. are advised to read the
joint proxy statement regarding the proposed merger referred to in
this communication when it becomes available because it will
contain important information. Alteon Inc. and HaptoGuard, Inc.
expect to mail the joint proxy statement about the proposed merger
to their respective stockholders. In addition to the proxy
statement, Alteon Inc. files annual, quarterly, and special
reports, proxy statements and other information with the Securities
and Exchange Commission. Investors and security holders may obtain
a free copy of the proxy statement and any other documents filed by
Alteon Inc. at http://www.sec.gov/ and directly from Alteon Inc.
Alteon Inc. and its officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of
Alteon Inc. with respect to the proposed merger. Information
regarding such officers and directors is included in Alteon Inc.'s
Annual Report on Form 10-K for the fiscal year ended December 31,
2005 and in its proxy statement for the 2006 annual meeting, which
will be filed with the Securities and Exchange Commission. Once
filed, these documents are available free of charge at the
Securities and Exchange Commission's website at http://www.sec.gov/
and directly from Alteon Inc. HaptoGuard, Inc. and its officers and
directors may be deemed to be participants in the solicitation of
proxies from stockholders of HaptoGuard, Inc. HaptoGuard, Inc. is a
private company and does not file annual or quarterly reports with
the SEC. Alteon Inc. Statements of Operations (Unaudited) Three
Months Ended March 31, 2006 2005 Income: Investment Income $60,364
$99,149 Total Income 60,364 99,149 Expenses: Research and
Development 449,840 3,641,100 General and Administrative 1,231,851
1,100,348 Total Expenses 1,681,691 4,741,448 Net Loss (1,621,327)
(4,642,299) Preferred Stock Dividends 1,175,322 1,071,578 Net Loss
Applicable to Common Stockholders $(2,796,649) $(5,713,877)
Basic/Diluted Net Loss Per Share Applicable to Common Stockholders
$(0.05) $(0.10) Weighted Average Common Shares Used in Computing
Basic/Diluted Net Loss Per Share Applicable to Common Stockholders
57,996,711 56,547,028 Selected Balance Sheet Data (Unaudited) March
31, December 31, 2006 2005 Cash and Cash Equivalents $4,469,170
$6,582,958 Total Assets 5,156,704 7,133,597 Accumulated Deficit
(225,610,094) (222,813,445) Total Stockholders' Equity 4,370,333
5,991,660 DATASOURCE: Alteon Inc. CONTACT: Susan M. Pietropaolo,
SMP Solutions, Inc., +1-201-818-5537 (at Alteon) Web site:
http://www.alteon.com/
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