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Dov Pharmaceuticals fka DOVP RSS Feed

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Corporate Background: Founded in 1995, DOV Biopharmaceutical is a company focused on the discovery, acquisition, development and commercialization of novel drug candidates for central nervous system, or CNS disorders that involve alterations in neuronal processing. Our product candidates address some of the largest pharmaceutical markets in the world including depression, pain and insomnia. Currently, DOV has drug development programs that are at the preclinical, Phase I, Phase II and Phase III clinical stages. These include bicifadine (Phase III for analgesia), DOV 21,947 (entering Phase II for depression), DOV 102,677 (Phase I for alcohol abuse) and an active preclinical discovery program in reuptake inhibitors and GABA modulators. (see website for more details) Products in Development (see website for more detailed information) Product Indiplon ------- Insomnia Bicifadine ----- Pain DOV 21,947------ Depression DOV 102,677 ---- Alcohol abuse/Alcoholism DOV 216,303 ---- Indications other than depresion, anziety and addiction DOV Diltiazem -- Angina and hypertension DOV 216,303 ---- Depression, anxiety and addiction ----------------------------------------- LINK TO COMPANY WEBSITE: http://www.dovpharm.com/ ----------------------------------------- RECENT HEADLINES DOV Pharmaceutical Announces Commencement of Exchange Offer For $70 Million Debentures Monday January 29, 8:11 am ET SOMERSET, N.J., Jan. 29 /PRNewswire-FirstCall/ -- DOV Pharmaceutical, Inc. (Pink Sheets: DOVP.PK - News; "DOV" or the "Company") announced today that it has commenced an exchange offer for all of its 2.50% Convertible Subordinated Debentures due 2025 (the "Exchange Offer"). DOV is offering to exchange the Debentures for shares of convertible preferred stock and a cash payment. Holders of approximately 88% of the Debentures have committed to tender their Debentures in the Exchange Offer. Under the terms of the Exchange Offer, DOV will issue in exchange for each $1,000 in principal amount of Debentures properly tendered and accepted for exchange, a cash payment of $212.50 plus 8 shares of a new series C convertible preferred stock, par value $1.00 per share and a liquidation preference of $100 per share. The new series C preferred stock will be convertible by the holders into shares of common stock following stockholder approval and filing of an amendment to DOV's charter increasing the number of shares of authorized common stock as necessary to accommodate such conversion and also will automatically convert 30 days following the filing of the amendment to DOV's charter or earlier in certain circumstances. Generally, the preferred stock will vote with the common stock as a single class on an as-converted basis, and will entitle the holders of a majority of the new series C convertible preferred stock to initially appoint a majority of DOV's Board of Directors. As an alternative to the 8 shares of new series C convertible preferred stock, DOV will offer holders of Debentures the ability to elect to receive 8 shares of an alternative new series D convertible preferred stock, par value $1.00 per share. For any holder who elects to receive this new series D convertible preferred stock in the Exchange Offer instead of the series C convertible preferred stock, DOV will issue in exchange for each $1,000 in principal amount of Debentures properly tendered and accepted for exchange, the cash payment of $212.50 described above plus 8 shares of the alternative new series D convertible preferred stock. Unlike the new series C convertible preferred stock, the alternative series D convertible preferred stock will have no voting rights except as required by law, will not have any initial stated liquidation preference, will not mandatorily convert into common stock and will restrict a holder's ability to convert if such holder would beneficially own in excess of 9.9% of the Company's capital stock entitled to vote generally. The Company currently has 26,743,657 common shares outstanding. On an as converted basis if all Debentures are tendered in the Exchange Offer, the bondholders would hold 106,974,628 shares of common stock of the Company or approximately 80% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the Company. In connection with the Exchange Offer, it is anticipated that holders of DOV's outstanding common stock will receive approximately one and one-tenths (1.1) warrants (each to purchase one (1) share of common stock) for each share of common stock outstanding totaling approximately 30,000,000 warrants. The exercise price for the warrants will be $0.523 per share and the warrants will become exercisable on July 1, 2007 and will expire December 31, 2009. Assuming all Debentures are tendered in the Exchange Offer and all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer, existing common stockholders would own approximately 20% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the Company. Assuming all Debentures are tendered in the Exchange Offer, all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer and all warrants issued in connection with the Exchange Offer are exercised, existing common stockholders would own approximately 34.7% of the equity of DOV without giving effect to existing and future equity incentive plans of the Company. The Exchange Offer will expire at 5:00 p.m., New York City time, on Monday, March 5, 2007, unless extended by DOV with the consent of the holders of a majority in outstanding principal amount of the Debentures. The Exchange Offer is conditioned upon the valid tender of at least 99% of the aggregate principal amount of the outstanding Debentures. This condition may be modified by DOV with the consent of the holders of a majority in outstanding principal amount of the Debentures. The Exchange Offer is also conditioned on several other conditions. DOV will not be required, but will reserve the right, to accept for exchange any existing Debentures tendered (or, alternatively, DOV may terminate the Exchange Offer) if any of the conditions of the Exchange Offer remain unsatisfied, subject to the requirement that we obtain the consent of holders of a majority in outstanding principal amount of the Debentures in order to modify the 99% minimum tender condition. An Offer to Exchange and a related Letter of Transmittal are being distributed to holders of the Debentures today in which the terms of the Exchange Offer are described in detail. If DOV is unable to restructure its obligations under the Debentures, it may be forced to seek protection under the United States bankruptcy laws. It is expected that written materials explaining the full terms and conditions of the Exchange Offer will be filed with the Securities and Exchange Commission later today. The materials are available free of charge at the SEC's website-www.sec.gov. In addition, DOV will provide copies of these documents free of charge to holders of its outstanding debentures upon request to Investor Relations (732.907.3640). DOV Pharmaceutical Announces Entry Into Restructuring Support Agreement Thursday January 25, 7:31 am ET SOMERSET, N.J., Jan. 25 /PRNewswire-FirstCall/ -- DOV Pharmaceutical, Inc. (Pink Sheets: DOVP.PK - News; "DOV" or the "Company") announced today that it has entered into a Restructuring Support Agreement (the "RSA") with members of an ad hoc committee of the holders of DOV's 2.50% Convertible Subordinated Debentures due 2025 (the "Debentures"). Debenture holders holding approximately 88% of the total outstanding Debentures have agreed to (i) participate in and support DOV's offer to exchange the $70 million of Debentures for one or more new series of convertible preferred stock and an aggregate $14.9 million cash payment (the "Exchange Offer"); and (ii) not take any actions or exercise any remedies relating to DOV's failure on January 3, 2007 to repurchase the Debentures pursuant to the offer to repurchase unless DOV commences bankruptcy proceedings or such a proceeding is commenced against DOV, or unless the RSA is terminated for any other reason under the terms of the RSA. Under the RSA, DOV has agreed to offer to all holders of Debentures, the right to exchange for each $1,000 in principal amount of Debentures properly tendered and accepted for exchange, 8 shares of a new series of convertible preferred stock, par value $1.00 per share and a liquidation preference of $100 per share, plus a cash payment of $212.50. The new preferred stock will be convertible into shares of common stock, and also will automatically convert thirty days following stockholder approval and filing of an amendment to DOV's charter increasing the number of shares of authorized common stock as necessary to accommodate such conversion. Generally, the preferred stock will vote with the common stock as a single class on an as-converted basis. The RSA provides that holders of a majority of the new preferred stock will be entitled to appoint a majority of DOV's Board of Directors following the completion of the exchange offer. The RSA also provides that DOV will offer an alternative series of convertible preferred stock that will have different terms from the convertible preferred stock described above. This alternative series of preferred stock will have no voting rights except as required by law and will not have a fixed liquidation preference. The Company currently has 26,743,657 common shares outstanding. On an as converted basis if all Debentures are tendered in the Exchange Offer, the bondholders would hold 106,974,628 shares of common stock of the Company or approximately 80% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the Company. As provided by the RSA, the Exchange Offer will be conditioned upon the valid tender of at least 99% of the aggregate principal amount of the outstanding Debentures. This condition may be modified by DOV with the consent of the holders of a majority in outstanding principal amount of the Debentures. The Exchange Offer will also be conditioned on several other conditions. DOV will not be required, but will reserve the right, to accept for exchange any existing Debentures tendered (or, alternatively, DOV may terminate the Exchange Offer) if any of the conditions of the Exchange Offer remain unsatisfied. In connection with the Exchange Offer, it is anticipated that holders of DOV's outstanding common stock will receive approximately one and one-tenths (1.1) warrants (each to purchase one (1) share of common stock) for each share of common stock outstanding totaling approximately 30,000,000 warrants. The exercise price for the warrants will be $0.523 per share and the warrants will expire December 31, 2009. Assuming all Debentures are tendered in the Exchange Offer and all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer, existing common stockholders would own approximately 20% of the equity of DOV without giving effect to any warrants and existing and future equity incentive plans of the Company. Assuming all Debentures are tendered in the Exchange Offer, all the new convertible preferred stock issued in the Exchange Offer were converted into common stock following completion of the Exchange Offer and all warrants issued in connection with the Exchange Offer are exercised, existing common stockholders would own approximately 34.7% of the equity of DOV without giving effect to existing and future equity incentive plans of the Company. If DOV is unable to restructure its obligations under the Debentures, it may be forced to seek protection under the United States bankruptcy laws. Form 8-K for DOV PHARMACEUTICAL INC. 17-Jan-2007 Entry into a Material Definitive Agreement ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 15, 2007, DOV Pharmaceutical, Inc. ("DOV") and XTL Development, Inc. (together with its affiliates, "XTL") entered into an agreement relating to DOV's product candidate, bicifadine. DOV previously licensed rights to bicifadine from Wyeth. The rights DOV licensed from Wyeth allow DOV to develop products incorporating bicifadine for the treatment of human diseases, disorders and conditions, except for treatment of symptoms in certain areas of women's health. Under the agreement between DOV and XTL, DOV grants XTL the exclusive right to develop products incorporating bicifadine for the treatment of human diseases, disorders and conditions, except for treatment of symptoms in certain areas of women's health. Under the terms of the agreement with XTL, DOV will receive an upfront payment of $6.5 million, of which $5.0 million will be paid to Wyeth as a result of the acceleration of a milestone payable from DOV to Wyeth pursuant to DOV's agreement with Wyeth. Additionally, XTL will make a $1.0 million payment to DOV within 30 days if DOV successfully transfers to XTL an existing investigational new drug application and certain program documentation relating to bicifadine. Total upfront and milestone payments by XTL under the agreement could exceed $130.0 million if all milestones are achieved, with escalating low double-digit royalties on annual net sales of bicifadine. At its election, XTL may make certain non-royalty payments, including milestone payments, to DOV in shares of freely tradeable stock of XTL's parent company, XTL Biopharmaceuticals Ltd. XTL will fund future research, development, manufacturing and commercialization costs of bicifadine. Under DOV's agreement with Wyeth, DOV remains obligated to Wyeth for certain payments previously disclosed. DOV Pharmaceuticals Signs Licensing Deal With XTL Biopharmaceuticals Over Painkiller NEW YORK (AP) 1/16/2007 -- DOV Pharmaceuticals Inc. said Tuesday it signed a licensing agreement for a prospective painkiller with XTL Biopharmaceuticals Ltd. worth more than $130 million. XTL will give DOV an upfront payment of $6.5 million in the deal to develop and sell prospective pain treatment bicifadine. Wyeth will receive $5 million of that payment as part of an acceleration of a milestone payment from DOV. XTL will also make a $1 million payment to DOV within 30 days of the transfer of bicifadine documents. Including future royalties and payments, the deal's value could exceed $130 million, DOV said, but it did not specify the terms involved. In April, the company said bicifadine failed in a late-stage study to treat chronic lower back pain, but the company continued to search for a development partner citing previous successful studies. Nasdaq delisted DOV in October, citing its failure to meet the required minimum market value. Shares now trade on the Pink Sheets as over-the-counter securities. Shares of XTL rose 52 cents, or 15 percent, to $3.92 on the Nasdaq in morning trading. The stock has traded between $2 and $7.99 over the last 52 weeks. Shares of DOV rose 11 cents, or 38 percent, to 40 cents. UPDATE 1-XTL acquires license to develop DOV's pain killer Tue Jan 16, 2007 1:54pm ET Jan 16 (Reuters) - DOV Pharmaceutical Inc. (DOVP.PK: Quote, Profile , Research) agreed to license its failed back pain drug bicifadine to XTL Biopharmaceuticals Ltd. (XTLB.O: Quote, Profile , Research) (XTL.TA: Quote, Profile , Research) (XTL.L: Quote, Profile , Research) for up to $134 million. XTL said though bicifadine failed in trials for chronic lower back pain, it could be developed for neuropathic pain, caused by damage to peripheral nerves. Brean Murray Carret & Co. analyst Jonathan Aschoff said "large pharmaceutical companies routinely pay 5-10 times more for Phase 1 or Phase 2 drugs that have far less data to support their potential utility than XTL paid for bicifadine." XTL has struck a smart deal while continuing to deliver on its previously outlined business development strategy, the analyst said in a research note. Quoting a report, XTL said the market for neuropathic pain drugs is expected to grow to $5.5 billion by 2015 from $1.8 billion in 2005. XTL said it will make an upfront payment of $7.5 million in cash and milestone payments of up to $126.5 million in cash and ordinary shares over the term of the license. It will also pay royalties on net sales. In a separate statement, DOV said $5 million of the upfront payment will be paid by DOV to drugmaker Wyeth (WYE.N: Quote, Profile , Research) as a result of the acceleration of a milestone payment. ---------------------------------------- Link to PR's: http://finance.yahoo.com/q?s=DOVP.PK http://www.pinksheets.com/quote/news.jsp?symbol=DOVP ----------------------------------------- DD LINKS: http://quotes.barchart.com/texadv.asp?sym=dovp http://www.profitspi.com/stock-quote/dovp.aspx http://www.pinksheets.com/quote/quote.jsp?symbol=DOVP http://www.stockcharts.com http://www.otcpicks.com/links.php ----------------------------------------- SEC FILINGS: http://pro.edgar-online.com/profile.aspx?ticker=dovp http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=dovp&filenum=&State=&SIC=&o.... ---------------------------------------- SHARE STRUCTURE: As of Jan 16, 2007 - source DOVP website Year High: 19.93 Year Low: 0.21 Market Cap: $10,128,773 Outstanding: 23,019,939 Authorized: 60 million - confimed by company on 1/18/2007 % held by institutions - 56% --------------------------------------- Investor Relations: DOV Pharmaceutical, Inc. 201-968-0980 IR@dovpharm.com Phone: (201) 968-0980 Fax: (201) 968-0986 -------------------------------------- Transfer Agent Continental Stock Transfer & Trust Company 17 Battery Place New York, NY 10004 212-509-4000 or 212-845-3200 ------------------------------------- Address: DOV Pharmaceutical, Inc. 150 Pierce Street Somerset, NJ 08873 United States Of America ------------------------------------- MANAGEMENT: (check out the background and credentials of our management team) Arnold S. Lippa, Ph.D. - Executive Chairman of the Board Is a co-founder and has served as our Chief Executive Officer from April 1995 to July 2005. Since our inception in April 1995, Dr. Lippa has served as our Chairman of our board of directors. In July 2006 he was named Executive Chairman. Dr. Lippa also serves as director of Nascime Limited, a company initially formed in connection with the Elan joint venture that is now wholly owned by us. Prior to founding DOV in 1995, Dr. Lippa founded Fusion Associates, Ltd., an investment and management company specializing in the creation and management of biomedical companies. Dr. Lippa served as Fusion's managing director from 1991 to 1995. From 1989 through 1990, Dr. Lippa served as Vega Biotechnologies, Inc.'s chairman and chief executive officer. In 1984, Dr. Lippa co-founded Praxis Pharmaceuticals, Inc. and served as president and chief operating officer until 1988. Prior to 1985, he served as Director of Molecular Neurobiology and held other positions at American Cyanamid. In addition, Dr. Lippa has consulted for various pharmaceutical and biotechnology companies and has been a graduate faculty professor at the New York University School of Medicine and the City University of New York. He received his B.A. from Rutgers University in 1969 and his Ph.D. in psychobiology from the University of Pittsburgh in 1973. Barbara G. Duncan - President, Chief Financial Officer and Member of the Board of Directors Barbara G. Duncan joined us in August 2001 and in July 2006 was named President, Chief Financial Officer and a Member of the Board of Directors. She previously served as DOV's Senior Vice President, Finance and Chief Financial Officer and Treasurer. Prior to joining us, Ms. Duncan served as a vice president of Lehman Brothers Inc. in its corporate finance division from August 1998 to August 2001, where she provided financial advisory services primarily to companies in the life sciences and general industrial industries. From September 1994 to August 1998, Ms. Duncan was an associate and director at SBC Warburg Dillon Read, Inc. in its corporate finance group, where she focused primarily on structuring mergers, divestitures and financings for companies in the life sciences and general industrial industries. She also worked for PepsiCo, Inc. from 1989 to 1992 in its international audit division, and was a certified public accountant in the audit division of Deloitte & Touche from 1986 to 1989. Ms. Duncan received her B.S. from Louisiana State University in 1985 and her M.B.A. from the Wharton School, University of Pennsylvania, in 1994. Phil Skolnick, Ph.D., D.Sc (hon) - Executive Vice President and Chief Scientific Officer Phil Skolnick, Ph.D, D.Sc (hon) joined us in January 2001 and in July 2006 was named Executive Vice President and Chief Scientific Officer. He previously served as DOV's Senior Vice President, Research and Chief Scientific Officer. Prior to joining us, Dr. Skolnick served as a Lilly Research Fellow (Neuroscience) at Eli Lilly & Company from August 1997 to January 2001 where he spearheaded several innovative programs in drug discovery. From 1986 to August 1997, he served as Senior Investigator and Chief, Laboratory of Neuroscience, at the National Institutes of Health. Dr. Skolnick served as a Research Professor of Psychiatry at the Uniformed Services University of the Health Sciences from 1989 to 1998. He is currently an Adjunct Professor of Anesthesiology at The Johns Hopkins University, an Adjunct Professor of Pharmacology and Toxicology at Indiana University School of Medicine and Research Professor of Psychiatry at New York University School of Medicine. Dr. Skolnick is an editor of Current Protocols in Neuroscience and also serves on the editorial advisory boards of the European Journal of Pharmacology Cellular and Molecular Neurobiology, the Journal of Molecular Neuroscience and Pharmacology, Biochemistry & Behavior. He received a B.S. (summa cum laude) from Long Island University in 1968 and his Ph.D. from The George Washington University in 1972. Dr. Skolnick was awarded the D.Sc. honoris causa from Long Island University in 1993 and the University of Wisconsin-Milwaukee in 1995. Warren Stern, Ph.D. - SVP, Drug Development Warren Stern, Ph.D. joined us in December 2003. Previously, he was Senior Vice President of Scientific and Medical Services at PAREXEL International Corporation, a major contract research organization, or CRO, where he has worked for the past five and one-half years. Dr. Stern has also held senior level positions in clinical research at Cato Research Ltd., a CRO, Forest Laboratories, Inc. and earlier, Burroughs Wellcome Co. Previously, Dr. Stern was President and CEO of Pharmatec Inc., a CNS-oriented drug delivery company. He has also founded two drug delivery companies, Research Triangle Pharmaceuticals and Nobex, Inc. Dr. Stern has over 25 years' experience in drug development in CNS and other fields. He directed the successful NDA submissions of bupropion (Wellbutrin) and citalopram (Celexa). He has performed preclinical studies and clinical trials in psychopharmacology and published some 90 papers describing the results of his research in animal pharmacology and CNS-oriented clinical trials. Dr. Stern is the inventor on six patents, including patents related to CNS products, and two drug delivery systems. He received his Ph.D. in psychopharmacology from Indiana University in 1969 and completed postdoctoral fellowships at Boston State Hospital and at the Worcester Foundation for Experimental Biology. CHARTS: Rules of the this Board: 1) Supporting your position with FA or TA is encouraged. Insulting or bashing another poster is not. Discussion is encouraged, derogatory comments are not. Posts containing personal attacks will be removed. 2) Please maintain an attitude of humility. None of us "know it all" - anyone who feels that they do, please see Matt about opening an "I know it all" board - This isn't it!! 3) Please preface all off topic posts with OT:. Many of us are friends here, and chatter is a natural and welcome part of the I-hub experience. But be respectful of, and value the time of, your fellow traders. During trading hours please keep off-topic posts to a minimum. The main thing is to keep the main thing the main thing. 4) Vulgarity is a violation of TOU. Cursing, using acronyms for cursing and/or lewd comments of any kind are unacceptable on this board. 5) Spammers - take a hike. 6) Use of pump words such as "to da moon", "kabooom" etc. will not be tolerated here. These posts will be deleted. Same goes for bashers, if you cannot back up a "bash" statement with verifiable proof the post will be deleted. 7) Let's keep this board professional folks. We're here to make $$$. Investors Hub Terms of Use - Simplified Version http://www.investorshub.com/boards/complex_terms.asp >
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