Ohr Pharmaceutical, Inc. (Nasdaq: OHRP) (the “Company” or “Ohr”)
reiterated the unanimous recommendation of its Board of Directors
that stockholders vote “FOR” all of the proposals in connection
with the proposed merger with NeuBase Therapeutics, Inc. at the
Special Meeting of stockholders on July 10, 2019 (instructions on
how to vote your shares are set forth below).
It is important that all Ohr stockholders vote today. The
support of a majority of the outstanding shares of Ohr’s common
stock is required to approve the adoption of the merger
agreement, the reverse stock split, and the amended and restated
certificate of incorporation.
“The overwhelming majority of Ohr stockholders who have
submitted their votes have voted in favor of the merger and other
proposals. However, more votes are needed to meet the
required threshold for the merger to be completed,” said Jason S.
Slakter, M.D., Chief Executive Officer of Ohr.
“Ohr has many stockholders that hold relatively small positions.
For the merger to go forward, it is necessary also for stockholders
with smaller positions to submit their votes in favor of all the
proposals,” continued Dr. Slakter. “I urge all stockholders as of
the close of business on June 3rd, the record date for the special
meeting, to exercise their right to vote and help make the merger
with NeuBase happen. We are confident this merger is the best
way to maximize value for our stockholders.”
Ohr stockholders should note that the merger proposal
(Proposal 1), the reverse stock split proposal (Proposal 2) and the
amended and restated certificate of incorporation (Proposal 3) must
all be approved for the merger to be completed. If
any of those proposals is not approved, the merger will not go
forward. Failure to vote or an abstention from voting will have the
same effect as a vote “AGAINST” the merger and related
proposals. All stockholders are asked to vote “FOR” all
proposals now. If you previously voted against any of these
proposals and would now like to change your vote, you can do so by
contacting Ohr’s proxy solicitor.
THE MERGER WILL NOT GO FORWARD UNLESS THE MERGER,
REVERSE STOCK SPLIT AND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION CHANGE PROPOSALS ARE ALL APPROVED.
Ohr stockholders – Please vote TODAY!
How to Vote
Ohr stockholders as of the close of business on June 3, 2019 are
entitled to vote at the special meeting and have received copies of
Ohr’s joint proxy statement/prospectus dated June 6, 2019.
If you are a Ohr stockholder and you have questions or require
assistance in submitting your proxy or voting your shares, please
contact Ohr’s proxy solicitors:
Morrow
Sodali800-662-5200 (toll
free)203-658-9400
(collect)ohrp.info@morrowsodali.com
Brokers call collect: (203) 658‐9400Stockholders
call toll free: (800) 662-5200
About NeuBase Therapeutics
NeuBase Therapeutics, Inc. is developing its modular
peptide-nucleic acid antisense oligonucleotide (PATrOL™) platform
to address genetic diseases caused by mutant proteins with a
single, cohesive approach. The systemically-deliverable PATrOL
therapies have the potential to improve upon current gene silencing
treatments by combining the advantages of synthetic approaches with
the precision of antisense technologies. NeuBase intends to use its
platform to address repeat expansion disorders, with an initial
focus on Huntington’s Disease and Myotonic Dystrophy, as well as
other dominant genetic disorders.
Additional Information about the Proposed Merger and
Where to Find It
In connection with the proposed merger, Ohr has filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that contains a joint proxy
statement/prospectus. The registration statement was declared
effective by the SEC on June 6, 2019. Investors and security
holders of Ohr are urged to read these materials because they
contain important information about NeuBase, Ohr and the proposed
merger. The joint proxy statement/prospectus, and other relevant
materials, and any other documents filed by Ohr with the SEC, may
be obtained free of charge at the SEC web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the registration statement on Form S-4 that contains a joint proxy
statement/prospectus by directing a written request to: Ohr
Pharmaceutical, Inc., 800 Third Avenue, 11th Floor, New York, NY
10022, Attention: Corporate Secretary. Investors and security
holders are urged to read the joint proxy statement/prospectus and
the other relevant materials before making any voting or investment
decision with respect to the proposed merger.
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 offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
The Company, its directors, executive officers and other
employees, and NeuBase, its directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of the Company in connection with the
proposed merger. Information regarding the special interests of
these directors and executive officers in the proposed merger has
been included in the joint proxy statement/prospectus referred to
above. Additional information regarding the directors and executive
officers of the Company is also included in the Company’s Annual
Report on Form 10-K for the year ended September 30, 2018 and the
proxy statement for the Company’s 2018 Annual Meeting of
Stockholders. These documents are available free of charge at the
SEC web site (www.sec.gov) and from the Company, Attn: Corporate
Secretary, at the address described above.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995:
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act.
These forward-looking statements include, among other things,
statements regarding the structure, timing and completion of the
proposed merger; the combined company's listing on Nasdaq upon the
closing of the proposed merger; the financial position and cash
balance of the combined company; expectations regarding ownership
structure of the combined company; the future operations of the
combined company and its ability to successfully initiate and
complete clinical trials and achieve regulatory milestones; the
nature, strategy and focus of the combined company; the development
and commercial potential and potential benefits of any product
candidates of the combined company; that the proposed merger will
close and will enable the combined company to participate in the
possible success of the combined company’s product candidates; that
the product candidates have the potential to address critical unmet
needs of patients with serious diseases and conditions; and the
executive and board structure of the combined company. These
forward-looking statements are distinguished by use of words such
as “will,” “would,” “anticipate,” “expect,” “believe,” “designed,”
“plan,” or “intend,” the negative of these terms, and similar
references to future periods. These views involve risks and
uncertainties that are difficult to predict and, accordingly, our
actual results may differ materially from the results discussed in
our forward-looking statements. Our forward-looking
statements contained herein speak only as of the date of this press
release. Factors or events that we cannot predict, including
those described in the risk factors contained in our filings with
the SEC, may cause our actual results to differ from those
expressed in forward-looking statements. Ohr and the combined
company may not actually achieve the plans, carry out the
intentions or meet the expectations or projections disclosed in the
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Because such statements deal
with future events and are based on Ohr’s current expectations,
they are subject to various risks and uncertainties and actual
results, performance or achievements of Ohr or the combined company
could differ materially from those described in or implied by the
statements in this press release, including: the risk that the
conditions to the closing of the transaction are not satisfied,
including the failure to timely or at all obtain stockholder
approval for the transaction; uncertainties as to the timing of the
consummation of the transaction and the ability of each of Ohr and
NeuBase to consummate the transaction; risks related to the
combined company’s ability to correctly manage its operating
expenses and its expenses; risks related to the market price of
Ohr’s common stock relative to the exchange ratio; unexpected
costs, charges or expenses resulting from the transaction;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed
merger transaction; combined company’s plans to develop and
commercialize its product candidates, including NT0100 and NT0200;
the timing of initiation of combined company’s planned clinical
trials; the timing of the availability of data from combined
company’s clinical trials; the timing of any planned
investigational new drug application or new drug application;
combined company’s plans to research, develop and commercialize its
current and future product candidates; the clinical utility,
potential benefits and market acceptance of combined company’s
product candidates; combined company’s commercialization, marketing
and manufacturing capabilities and strategy; the combined company’s
ability to protect its intellectual property position; and the
requirement for additional capital to continue to advance these
product candidates, which may not be available on favorable terms
or at all, as well as those risks discussed under the heading “Risk
Factors” in Ohr’s most recent Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, and in any subsequent
filings with the SEC. Except as otherwise required by law, Ohr
disclaims any intention or obligation to update or revise any
forward-looking statements, which speak only as of the date hereof,
whether as a result of new information, future events or
circumstances or otherwise.
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