Common stock will begin trading on split-adjusted basis on June 4, 2012
LINCOLNSHIRE, Illinois (May 31, 2012) – BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) announced today that it intends to effect a reverse split of its common stock and class C special stock at a ratio of 1-for-6. The reverse stock split will become effective at 5:00 p.m. EDT on Friday, June 1, 2012. BioSante´s common stock will begin trading on The NASDAQ Global Market on a split-adjusted basis when the market opens on Monday, June 4, 2012. At an annual meeting of stockholders held on May 30, 2012, BioSante´s stockholders, by an affirmative vote of at least a majority of the outstanding shares and approximately 80 percent of the votes cast, granted to the Board of Directors the authority to effect a reverse stock split, determine the exact split ratio so long as it is not less than 1-for-2 and not more than 1-for-10 and proceed with the reverse stock split, in the Board´s discretion.
At the effective time of the reverse stock split, every six shares of BioSante´s issued and outstanding common stock and class C special stock will be converted automatically into one issued and outstanding share of common stock or class C special stock, as applicable, without any change in the par value per share. The reverse stock split will reduce the number of shares of BioSante´s common stock outstanding from approximately 120.8 million shares to approximately 20.1 million shares. Proportional adjustments will be made to the number of shares of BioSante´s common stock issuable upon exercise or conversion of BioSante´s outstanding warrants, stock options, shares of class C special stock and 3.125% senior convertible notes due May 1, 2013, as well as the applicable exercise or conversion price. BioSante´s authorized shares will remain unchanged.
The purpose of the reverse stock split is to raise the per share trading price of BioSante´s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing of BioSante´s common stock on The NASDAQ Global Market. As previously disclosed, in order to maintain BioSante´s listing on The NASDAQ Global Market, on or before July 30, 2012, the common stock must have a minimum closing bid price of $1.00 per share for a minimum of 10 prior consecutive trading days. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of BioSante´s common stock prior to July 30, 2012 to meet this requirement.
Information for BioSante Stockholders
Upon execution of the reverse split, BioSante stockholders will receive one new share of BioSante common stock or class C special stock, as applicable, for every six shares held. Record holders of BioSante common stock will receive a letter of transmittal shortly after the effective date with instructions for the exchange of existing stock certificates for book-entry shares representing the post-reverse split shares. Stockholders with shares in brokerage accounts will be contacted by their brokers with instructions.
Computershare Investor Services, LLC, the transfer agent and registrar for BioSante common stock, will act as the exchange agent, and can be contacted at (800) 546-5141 (domestic holders) or 1-781-575-2765 (international holders). Record holders of BioSante class C special stock will receive a letter of transmittal from BioSante shortly after the effective date with instructions for the exchange of existing stock certificates for new stock certificates representing the post-reverse split shares.
BioSante will not issue fractional shares as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fraction.
For more information on the reverse stock split, please refer to BioSante´s proxy materials for its most recently held annual meeting of stockholders which can be accessed through BioSante´s website at http://biosantepharma.com/SEC-Filings.php.
Information for Holders of 3.125% Convertible Senior Notes due May 1, 2013
Upon execution of the reverse stock split, the conversion price of BioSante´s outstanding 3.125% convertible senior notes due May 1, 2013 will be adjusted automatically from $3.72 per share to $22.32 per share. As a result, the $11,782,000 aggregate principal amount outstanding of such notes will be convertible into an aggregate of 527,867 shares of BioSante common stock at the option of the holder or upon certain specified events.
About BioSante Pharmaceuticals, Inc.
BioSante is a specialty pharmaceutical company focused on developing products for female sexual health and oncology. BioSante´s products include LibiGel® (transdermal testosterone gel) for the treatment of female sexual dysfunction (FSD), specifically hypoactive sexual desire disorder (HSDD), which is in Phase III clinical development. BioSante also is developing a portfolio of cancer vaccines, with 17 Phase I and Phase II clinical trials currently on-going. Four of these vaccines have been granted Orphan Drug designation by the U.S. Food and Drug Administration (FDA).
BioSante´s other products include a testosterone gel for male hypogonadism, which is licensed to Teva Pharmaceuticals USA, Inc., and for which a New Drug Application (NDA) was approved by the FDA in February 2012, and the Pill-Plus™, an oral contraceptive in Phase II clinical development by Pantarhei Bioscience B.V. BioSante´s first FDA-approved product is Elestrin™ (estradiol gel) indicated for the treatment of hot flashes associated with menopause, is marketed in the U.S. by Jazz Pharmaceuticals, BioSante´s licensee. Additional information is available online at: biosantepharma.cdmail.biz.
To the extent any statements made in this news release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the effects of the reverse stock split and other statements identified by words such as “will,” “plans,” “intends,” “continue,” “believes,” “expects,” “anticipates,” “may,” “could,” other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause BioSante´s actual results to be materially different than those expressed in or implied by BioSante´s forward-looking statements.
For BioSante, particular uncertainties and risks include, among others, risks and uncertainties related to the market price of BioSante´s securities and its continued listing on The NASDAQ Global Market, uncertainties regarding clinical testing, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; the marketing and other success of BioSante´s licensees or sublicensees and BioSante´s future revenues, if any, from its licensees and sublicensees; uncertainties relating to the future and costs of BioSante´s product development programs and BioSante´s need for and ability to obtain additional financing if needed.
More detailed information on these and additional factors that could affect BioSante´s actual results are described in BioSante´s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly report on Form 10-Q. All forward-looking statements in this news release speak only as of the date of this news release and are based on BioSante´s current beliefs and expectations. BioSante undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information please contact:
Harris D. McKinney, Inc.
The Trout Group LLC