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Here I find my answer for myself: http://www.euthymics.com/DOV-FAQs.html
Q: Did the former DOV Board of Directors get any other benefits from the merger, financial or otherwise, than I got?
A: Like all DOV stockholders, former members of the DOV Board of Directors are entitled to receive approximately $.013 per share (or $12.90 (approximately) in cash for each 1,000 shares of stock they owned), plus an additional $.002 (approximately) per share (or $2.68 per 1,000 shares) if certain escrow release conditions are met. Two former officers of DOV also received compensation pursuant to their severance contracts with DOV which provided for additional payments in the event of a successful sale of DOV.
So as a DOV shareholders I can't partecipate in the new company
But I will receive a cash payment from escrow agent.....
I would like to partecipate as a shareholder in the newco but it's a private things.... good company are only privately held......
Bye
" .... The merged company will operate as a privately held corporation with headquarters in Cambridge, Massachusetts. ..... "
What does this mean?
that the new company will no longer be listed ?????
What will happen to the stocks that I own now?
Euthymics Bioscience, Inc. Closes $24 Million Series A Financing and Completes Acquisition of DOV Pharmaceutical
--Company Will Develop a Novel Triple Reuptake Inhibitor Antidepressant for the Largest Single Segment of Patients with Major Depression--
CAMBRIDGE, Mass., Jul 22, 2010 (BUSINESS WIRE) -- --Euthymics' Approach Designed to Improve Efficacy and Address the Leading Causes of Drug Discontinuation--
Euthymics Bioscience, Inc., a clinical-stage company developing next-generation antidepressants, today announced the completion of a Series A financing -- led by Novartis Venture Funds and Venture Investors -- for a total investment commitment of $24 million in milestone-conditioned tranches. Hambrecht & Quist Capital Management, LLC, GBS Venture Partners and the State of Wisconsin Investment Board also participated in the financing. The initial Series A proceeds were used to complete the acquisition of DOV Pharmaceutical, Inc. and allow for the continued development of DOV's unique antidepressant, EB-1010 (formerly known as DOV 21,947), for patients who do not respond adequately to selective serotonin reuptake inhibitors, or SSRIs. The merged company will operate as a privately held corporation with headquarters in Cambridge, Massachusetts.
"This impressive commitment speaks to the potential of our clinical-stage entry into the antidepressant market," said Anthony A. McKinney, President, CEO and co-founder of Euthymics. "We are addressing a significant unmet medical need, we have convincing Phase II proof-of-concept efficacy in major depression and we anticipate the start of a Phase II/III trial in the first half of 2011."
Euthymics' lead product, EB-1010, is intended for the estimated two-thirds of major depression patients who do not respond adequately to SSRIs. This segment is the single largest group of patients with depression and represents a major unmet medical need. EB-1010 is a novel unbalanced triple reuptake inhibitor which modulates serotonin, norepinephrine and dopamine. By "tuning" the affinity for each of these neurotransmitters in one molecule, EB-1010 is designed to improve efficacy and reduce side effects of current antidepressants, including weight gain, sexual dysfunction and cognitive impairment without the need for multiple prescriptions or complex titrations. The EB-1010 ratio of serotonin, norepinephrine and dopamine modulation is very similar to the triple combination given as multiple medications that was shown to improve outcomes in STAR*D, the large federally funded trial in major depression. EB-1010 has demonstrated proof-of-concept efficacy and attractive tolerability in patients with major depression.
"The antidepressant prescription market is among the largest, with an excess of 200 million prescriptions dispensed annually in the U.S. and a value exceeding $20 billion worldwide," said Campbell Murray, M.D., Managing Director of Novartis Venture Funds, who will serve as Euthymics' Chairman. "Euthymics enters this field with a ready-made market of underserved patients, a clinical-stage drug and an executive team with an impressive track record. In short, we have all the ingredients for success for our company and for our patients."
Euthymics is led by an experienced management team. President and CEO Anthony McKinney was one of the original executives at Orexigen, where, as Chief Operating Officer, he helped take the company public and move its lead products into the clinic. He was also a member of the founding management team at Novazyme, and was Senior Vice President and General Manager at Genzyme after it acquired Novazyme for $137 million. Euthymics was co-founded by Franklin P. Bymaster, who will serve as Chief Scientific Officer. Bymaster spent over 33 years at Lilly and was involved with many of its successful CNS drugs including Prozac, Zyprexa, Strattera and Cymbalta.
Joining the Euthymics Board along with Dr. Murray are Paul Weiss, Ph.D., of Venture Investors, Frank Gentile, Ph.D., of Hambrecht & Quist Capital Management, LLC and Andrew Baker, Ph.D., of GBS Venture Partners.
When clinical trials begin next year, Maurizio Fava, M.D., Professor of Psychiatry at Harvard Medical School, Executive Vice Chair of the Department of Psychiatry at Massachusetts General Hospital and one of the leading depression experts worldwide, will serve as principal investigator.
In addition to EB-1010 for depression, the DOV acquisition gives Euthymics a pipeline of monoamine reuptake inhibitors for other CNS disorders including ADHD, obesity, anxiety, obsessive compulsive disorder and drug addiction.
About Euthymics Bioscience, Inc.
Euthymics Bioscience, Inc. is a neuroscience-focused clinical-stage company developing next-generation treatments for depression. Euthymics' initial focus is on patients who do not respond adequately to SSRIs. EB-1010 for depression is expected to improve efficacy and reduce the leading side effects associated with poor adherence to standard antidepressants including weight gain, sexual dysfunction and cognitive impairment. Euthymics is a private Delaware corporation with headquarters in Cambridge, Massachusetts. Additional information can be found on the company's website at www.euthymics.com.
SOURCE: Euthymics Bioscience, Inc.
CONTACT:
Media: BioCom Partners Stephen Gendel, Jennifer Anderson, 212-918-4650 or Investors: Euthymics Bioscience, Inc. Anthony A. McKinney, 617-674-3830
Copyright Business Wire 2010
**********************************************************************
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-0-
KEYWORD: United States
North America
Massachusetts
INDUSTRY KEYWORD: Health
Biotechnology
Mental Health
Pharmaceutical
Professional Services
Finance
SUBJECT CODE: Funding
Product/Service
Merger getting voted by shareholders:
PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 28, 2010, BY AND BETWEEN DOV PHARMACEUTICAL, INC. AND EUTHYMICS BIOSCIENCE, INC., A DELAWARE CORPORATION, PURSUANT TO WHICH EUTHYMICS BIOSCIENCE, INC. WILL BE MERGED WITH AND INTO DOV PHARMACEUTICAL, INC.
Prior history of Euthymics CEO (if this is the same guy)
Member of the founding management team of Novazyme Pharmaceuticals
Senior vice president and GM at Genzyme( NASDAQ 56.95) Corp that bought out Novazyme
Cheif operating officer of Orexigen Theraputics (NASDAQ 6.95)
mlkr-.015 isnt a whole lot. I dont own any but been watching this for years to see the out come.
BEING BOUGHT only stingy 2 m. MFs.
Euthymics Bioscience, Inc. Announces Letter of Intent for Acquisition of DOV Pharmaceutical, Inc.
Date : 02/12/2010 @ 7:15AM
Source : PR Newswire
Stock : (DOVP)
Quote : 0.015 0.0 (0.00%) @ 7:57AM
Euthymics Bioscience, Inc. Announces Letter of Intent for Acquisition of DOV Pharmaceutical, Inc.
SAN DIEGO, Feb. 12 /PRNewswire/ --
Euthymics Bioscience, Inc., a privately held Delaware corporation, today announced that it has signed a non-binding Letter of Intent (LOI) to merge into and acquire DOV Pharmaceutical, Inc. (DOV), a Delaware corporation currently traded on the Pink Sheets (Pink Sheets: DOVP), for $2.0 million in cash plus payment of certain of DOV's expenses. DOV believes that the contemplated $2.0 million cash payment to shareholders represents approximately $0.015 per share of DOV common stock. If the transaction is consummated, it is anticipated that DOV will be renamed Euthymics Bioscience, Inc.
Completion of the acquisition is subject to the satisfaction of several conditions, including, without limitation, the execution of a definitive merger agreement, the satisfactory completion of due diligence, the completion of financial statements
by Euthymics, compliance with applicable laws, approval by DOV shareholders, and other conditions. The LOI provides for an exclusivity period and also for a break-up fee in the event that DOV accepts an alternative offer from a third party.
About DOV Pharmaceutical, Inc.
DOV is a biopharmaceutical company historically focused on the development of novel product candidates for disorders of the central nervous system. DOV has previously funded drug development and discovery programs that are now at the preclinical, Phase I and Phase II clinical stages focused on monoamine reuptake inhibitors.
About Euthymics Bioscience, Inc.
Euthymics Bioscience, Inc. is a neuroscience-focused clinical-stage company developing next generation treatments for depression, ADHD and other CNS disorders.
Safe Harbor Statements under the Private Securities Litigation Reform Act of 1995:
Contacts: Euthymics Bioscience, Inc.
Anthony A. McKinney Presi
Dave waz going on? Lower range now: 0.012-0.012 100ks volume!
Have a bunch.. waiting. Shot an email to the contact people at DOVP and asked what was going on with the sale of the assets. Of course they couldn't comment, but Barbara Duncan cited the latest 8K which stated that "The Company operates on a very limited basis and is focused on soliciting interest in the sale or license of the Company's business and assets, either as a single entity or in a series of transactions." Something will happen soon either way - imho.
day's range:0.016-0.025.. volume is getting thin..dave waz going on/ did u quit accumulating?
GL
i got so may.. but put a buy order again @0.015 just in case.. not to mention many worthless warrants as well..
DOVP -.027 up 26% - Still believe this has one final run in it. They may try to move it and blow off the remaining paper, something may be happening with the company assets, or their is a suitor for the shell. Somebody, besides me has been slowly accumulating shares from .01.
the dave; rare believer.
Could run to .10 easily. Stock is very thin and has been under accumulation. Something's percolating. They may have finally found a suitor for the company or a buyout of their patents. Breakout above 200dma at .025 is key. Watch volume.
something unusual. 1.57 m volume.. 354 percent up at one point. sure not IH "manipulators". no news!
bought some at .02 on the chart break and it still seems strong, anyone know anything? cant find any news
tia
During this time Barbara Duncan, the Chief Executive Officer of the Company, and Dr. Phil Skolnick, its President and Chief Scientific Officer, will continue to solicit interest in the sale or license of the Company's business and assets, either as a single entity or in a series of transactions.
THIS CO HAS VALUE!!!!!!!!
ITEM. 8.01. OTHER EVENTS.
DOV reported today that its Board of Directors met on November 25, 2008 for a regularly scheduled meeting to consider and discuss a number of pending matters. All of the members of the board attended the meeting, either in person or via teleconference, except for Mr. Joseph Zakzrewski, who had previously submitted his resignation effective November 23, 2008.
Foremost among the matters discussed was the Company's rapidly deteriorating financial condition. Based on the recently reported results from the bicifadine Phase 2b clinical trial for the treatment of diabetic neuropathic pain, the Company will not receive any milestone payment this year from its sublicensee, nor does the Company anticipate a milestone payment for bicifadine in the future.
In the absence of the milestone payment, the Company's alternatives for raising cash are few, and would be limited to either the sale of the Company or monetizing the remaining assets of the Company, either through a sale or license, if possible. After reviewing the Company's cash resources, the board approved further expense reductions, including the immediate termination of the remaining clinical trial being conducted by the Company, the phase II study of DOV 21,947 in patients with major depressive disorder. In addition, the board approved the termination of the majority of the Company's remaining employees. Operations will continue, but these reductions in force could have an adverse affect on the Company's financial internal controls and procedures. The Company expects its current financial resources will permit it to continue operating through perhaps the first quarter of calendar 2009. During this time Barbara Duncan, the Chief Executive Officer of the Company, and Dr. Phil Skolnick, its President and Chief Scientific Officer, will continue to solicit interest in the sale or license of the Company's business and assets, either as a single entity or in a series of transactions.
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What a buying opp,,8k filed nice volume,,,i believe the co
is up for sale
what a drop
TOP TEN ON THE YAHOO BOARD
http://messages.yahoo.com/sitemap
dead here... i guess all momentum players are gone..or show no interest...
new support levels setting!
As virgo foresees, december 2007 will be a crucial month.. Asset revaluation: $1.00 PPS would be a minimum expectation..
GLLs
good news with bond issue..may be leading to a higher asset value? higher asks getting thicker..right after 5 millions shares trade day?
INSIDERS' BUYING/OWNERSHIP..
CURRENT SITUATION
UBS AG 12,249,875,500 SHARES
HIGHBRIDGE CAPITAL +13 M SHARES
POLYGON INVESTMENT LLC +12 M SHARES
BARBARA DUNC +5 M SHARES
SKOLNICK +5 M SHARES
IT SEEMS AFTER SLEEZY OFFICERS SOLD DOVP @ PEAK THEY STARTED TO ACCUMULATE AGAIN..
I BET THEY ARE FREE RIDERS..
ANY TIP AS TO THE COST OF OFFICERS' SHARES?
TIA
GLLs
Volume movement few days...Slightly below 100k today which is light..I guess we have to wait news to move it higher..
DOVP is getting bussy along with NBIX since FDA accepted resubmission of indiplon; Dec '07 will be crucial for approval process. I increased my stake...still in red .. Took some off the table . Will buy more ..
That was a high flyer in the 1980's with the girls. I looked at the PR and to tekk ya the honest truth I have no clue if this product will make a come back.
I sold too, put $$ into dans...check it out any news from danskin pps goes to $2+ have to pay ask to get any though soooo hard to get.:)
Ok I am OUT on this news on a break even basis I am happy to say.
Good luck to everyone still holding!
DOV Pharmaceutical, Inc. Announces Successful Closing of Exchange Offer for 2.50%... [GVLFPLS]
DOV Pharmaceutical, Inc. Announces Successful Closing of Exchange Offer for 2.50% Convertible Subordinated Debentures Due 2025
SOMERSET, N.J., March 15 /PRNewswire-FirstCall/ -- DOV Pharmaceutical, Inc. ("DOV" or the "Company") (Pink Sheets: DOVP.PK) announced today that it has accepted all of its 2.50% Convertible Subordinated Debentures due 2025 (the "Debentures") that were tendered in its exchange offer (the "Exchange Offer") which expired yesterday at 5:00 p.m., New York City time. The Exchange Offer, as amended, was conditioned upon the valid tender of at least 96.3% of the aggregate principal amount of outstanding Debentures. Through the expiration of the Exchange Offer, DOV received tenders of and accepted for exchange Debentures in the aggregate principal amount of $67,473,000, representing approximately 96.4% of the $70.0 million in aggregate principal amount of outstanding Debentures.
As a result of the closing of the Exchange Offer and in exchange for the tendered Debentures, DOV will deliver today to Wells Fargo Bank, N.A., the exchange agent for the Exchange Offer, an aggregate cash payment of $14.3 million and will issue and deliver today an aggregate of 439,784 shares of Series C Convertible Preferred Stock and an aggregate of 100,000 shares of Series D Convertible Preferred Stock to the holders who tendered their Debentures in the Exchange Offer. The Series C and D Convertible 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 the Series C Convertible Preferred Stock also will automatically convert 30 days following the filing of the amendment to DOV's charter or earlier in certain circumstances. Generally, the Series C Convertible Preferred Stock votes with the common stock as a single class on an as-converted basis, and entitles the holders of a majority of the Series C Convertible Preferred Stock to initially appoint a majority of DOV's Board of Directors. The Series D Convertible Preferred Stock has no voting rights except as required by law, does not have any initial stated liquidation preference, does not mandatorily convert into common stock and restricts 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 Debentures that were not tendered in this Exchange Offer will remain outstanding pursuant to the original terms of the Indenture governing the Debentures with a contractual interest rate of 2.5% per annum and a maturity of 2025.
Additionally, DOV will issue to holders of its common stock 30,000,000 warrants to purchase additional shares of common stock with an exercise price of approximately $0.523 per share. Such warrants will be exercisable on and after July 1, 2007 until December 31, 2009 and will be issued to holders as of a record date to be set by DOV's Board of Directors.
"We thank our investors and employees for their support and patience throughout this restructuring. As a result of the successful closing of the Exchange Offer, we will continue our focus on the development of products emanating from our core areas of research and early stage clinical programs and work to build shareholder value," said Barbara Duncan, Chief Executive Officer of DOV.
This press release may be deemed to be solicitation material in respect of the potential proposal to stockholders to increase the number of authorized shares of common stock of DOV. In connection with such proposal, DOV has filed with the SEC a preliminary proxy statement and expects to file a definitive proxy statement and other relevant materials in the near future. Stockholders are urged to read the proxy statement and any other relevant materials filed by DOV because they will contain important information. Once the materials are filed with the SEC, they 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 stockholders upon request to Investor Relations (732.907.3600).
DOV and its executive officers and directors may be deemed to be participants in the solicitation of proxies from DOV stockholders in favor of any such proposal. Stockholders may obtain information regarding the direct and indirect interests of DOV and its executive officers and directors with respect to the proposal by reading the proxy statement, if and when filed with the SEC.
About DOV
DOV is a biopharmaceutical company focused on the discovery, acquisition and development of novel drug candidates for central nervous system disorders. The Company's product candidates address some of the largest pharmaceutical markets in the world including depression, pain and insomnia. SOURCE DOV Pharmaceutical, Inc.
Investor Relations and Corporate Communications for DOV Pharmaceutical, Inc., +1-732-907-3600 15Mar07 11:07 GMT
Symbols: us;DOVP
Source PRN PR Newswire
Categories: NWI/BIO NWI/FIN NWI/HEA NWI/MTC NWI/OTC NWS/TNM MST/I/BNK MST/I/BTC MST/I/DRG MST/I/HEA MST/I/MKT MST/L/EN MST/R/US/NJ MST/S/MRG TGT/PRX
Neurocrine to submit NDA for Indiplon AGAIN in 2Q07
The market woke to investor pleasing news from Neurocrine biosciences, Inc. which plans to resubmit the new drug application for the immediate release (IR) insomnia drug indiplon during the second quarter, with review likely taking about 6 months.
After trading ended monday, Neurocrine disclosed that another safety and efficacy trial will not be done for the compound, a non-benzodiazepine agent that acts on a specific site of the GABA-A receptor that is designed for use as needed by patients, whether to fall asleep quickly or go back to sleep after waking in the night.
After talks with the agency [FDA] the odds of indiplon's approval "are so high that to spend $20 million on an 'insurance' study they didnt ask for would not be prudent." Instead, neurocrine will spend the money on pre-commercial work and phase IIIb/IV activities.
The companies shares NBIX closed tuesday at $13.88, up 93 cents. TODAY- NBIX closed at $14.02.
Spokw with Lou today regarding the PR released this morning. There was a statement in the PR that I do have concerns about and the converastion verified that for me. The PR stated that shares may be increased, with shareholder approval. I discussed this in more detail with Lou. What would happen is that the outstanding shares would be increased from the current 23 million by an additional 106 million. So, if approved, the outstanding shares would now be around 130 million. This is all do to the agreement stated in the PR today. IMO this is not good if approved.
I am not currently in this...sold out last week during the run.
yep, mine fixed now too
Scottrade got back with me, it was nothing they cleared it on their end
Yes, I use scottrade as well and the symbol shows up as not being active
Good Morining all, I use Scottrade and it is not letting DOVP trade. I called, they really did not know why and said they would get back to me with an answer. Is anyone else running into this to? Any ideas? Thanks in advance
Form 8-K for DOV PHARMACEUTICAL INC
29-Jan-2007
http://biz.yahoo.com/e/070129/dovp.pk8-k.html
Entry into a Material Definitive Agreement, Material Modification to Right
Item 1.01. Entry Into a Material Definitive Agreement.
On January 24, 2007, DOV Pharmaceutical, Inc. ("DOV" or the "Company") entered into a Restructuring Support Agreement (the "RSA") with members of an ad hoc committee (the "Bondholders' Committee") of the holders of DOV's 2.50% Convertible Subordinated Debentures due 2025 (the "Debentures"). Such Debenture holders have agreed to (i) participate in and support DOV's proposed offer to exchange the $70 million of outstanding 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.
The following is a summary of the additional material terms of the RSA.
· Support of the Exchange Offer: The Debenture holders that are party to the RSA, or that have otherwise agreed to be bound by the provisions of the RSA summarized within this section entitled "Support of the Exchange Offer," hold approximately 88% in aggregate principal amount of the Debentures. These Debenture holders have agreed to tender in the Exchange Offer on the terms described herein, and not withdraw, all Debentures that they beneficially own. The material terms of the Exchange Offer that these Debenture holders have agreed to support by tendering and not withdrawing their Debentures include:
o the amount of the cash payment and the number of shares and terms of the new series C convertible preferred stock and, if issued, the alternative series D convertible preferred stock to be issued in the Exchange Offer,
o the expiration date of the Exchange Offer and that such date may only be extended with the consent of holders of a majority in aggregate principal amount of the Debentures, and
o the condition that at least ninety-nine percent (99%) in aggregate principal amount of the Debentures be validly tendered and not withdrawn, which condition may only be modified with the consent of holders of a majority in aggregate principal amount of the Debentures.
· Board of Directors Matters: The RSA contains a provision that the holders of a majority of the new series C convertible preferred stock have a right to designate by notice and consent delivered to the Company at least a majority of the members of the board of directors shortly following the consummation of the Exchange Offer. The Debenture holders party to the RSA hold more than a majority of the Debentures and, as a result, may hold more than a majority of the new series C convertible preferred stock. No designees to join the Company's board of directors have been named as of the date of this Current Report on Form 8-K.
· Stockholder Approval: The RSA requires that the Company use its reasonable best efforts to pursue and obtain the approval of the Company's common stockholders for an increase in the Company's authorized common stock in order to permit the new series C convertible preferred stock and the alternative series D preferred stock to be converted into shares of common stock. The Debenture holders party to the RSA have agreed to vote the shares of common stock that they own, if any, in favor of such common stockholder approval. The consequences of failing to receive such common stockholder approval by a specified date include an increase in the number of shares of common stock into which the new series C convertible preferred stock and the alternative series D preferred stock is convertible, as well as a requirement that the Company pursue stockholder approval for a new class of common stock into which the new series C convertible preferred stock and the alternative series D preferred stock would then be converted on a one-for-one basis. The Company expects that this new class of common stock, if it is required because the Company's common stockholders have not approved the increase in the authorized common stock, will have rights that are superior to the existing common stock.
· Registration Rights Agreement: The RSA requires that the Company enter into a Registration Rights Agreement with any holder of Debentures that may be deemed affiliates of the Company under federal securities laws in order to permit such holder to resell the new series C convertible preferred stock received in the Exchange Offer, the shares of common stock issuable upon conversion thereof and any other common stock owned by the Debenture holder as of the date of the Registration Rights Agreement.
· Termination of Restructuring Support Agreement: The RSA is terminable in a variety of circumstances including if DOV fails to commence the Exchange Offer on or prior to January 29, 2007 and if DOV fails to consummate the Exchange Offer on or prior to March 19, 2007. In the event the RSA is terminated, the holders of Debentures party thereto shall no longer be required to tender and not withdraw their Debentures and shall not be required to vote any shares of common stock that they may own in favor of the approval to amend the Company's certificate of incorporation to increase the number of shares of common stock authorized for issuance by the Company.
· No Waiver of Claims Until Completion of Exchange Offer: The RSA contains a provision whereby the parties thereto acknowledge, subject to the holders agreement to "standstill" during the pendency of the Exchange Offer, that such holders have not waived any claims that they might have. The parties to the RSA agreed that upon consummation of the Exchange Offer, the holders of Debentures would release certain claims that they may have against the Company and certain other persons.
Item 1.01 Entry Into a Material Definitive Agreement.
Item 3.03 Material Modification to Rights of Security Holders.
On January 24, 2007, the Company amended its Shareholder Rights Agreement, dated as of October 8, 2002 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust Co., to exempt from the Rights Agreement the
(i) execution and delivery of the
RSA, (ii) the exercise by the parties to the RSA of their respective rights under the RSA, and (iii) the consummation of the Exchange Offer.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On January 16, 2007, DOV failed to make an interest payment to holders of the Debentures that was required under the Indenture, dated as of December 22, 2004 (the "Indenture") between DOV and Wells Fargo Bank, N.A., as Trustee (the "Trustee"), that governs the Debentures. Such failure to pay will constitute an Event of Default under the Indenture if DOV fails to make the required interest payment by February 15, 2007. On January 22, 2007, DOV received notice from the Trustee that DOV had failed to make the January 16, 2007 interest payment and that such failure to pay would be an Event of Default under the Indenture if not remedied by February 15, 2007.
While DOV currently has no intention of making the required interest payment, the consideration to be offered in the Exchange Offer will be in full satisfaction of all amounts due under Debentures tendered for exchange, including the interest that was due and payable on January 16, 2007, as well as additional accrued but unpaid interest on the Debentures through the consummation of the Exchange Offer.
Item 8.01. Other Events.
In connection with DOV's negotiations with the Bondholders' Committee, the Company provided the Bondholders' Committee with certain non-public business and financial information under a Confidentiality Agreement by and among the Company, the legal advisors to the Bondholders' Committee and certain members of such Committee. The Confidentiality Agreement and the RSA require that the Company disclose certain of such non-public information provided to them. As a result, we have included such information below. Certain of the information disclosed below may have been previously disclosed by us or may not be material. Inclusion of such information below is neither a statement that such information has not been previously disclosed, nor an admission that such information may be material.
Financial Projections and Timelines for Development Activities
The information provided by DOV included certain projections of the Company's cash position, as well as projected research and development expenditures and timelines associated with such activities. The information covered the fourth quarter of 2006, the year ending December 31, 2007 and the first quarter of 2008 and was presented in November 2006 to the Bondholders' Committee. The projections included in the information do not give effect to the proposed Exchange Offer.
DOV does not, as a matter of course, publicly disclose projections. The projections were not prepared with a view to public disclosure and are included in this Current Report on Form 8-K only because such information was made available to the Bondholders' Committee pursuant to a Confidentiality Agreement which obligates the Company to disclose the information upon request by the Bondholders' Committee. Accordingly, it is expected that there will be differences between actual and projected results and timelines, and actual results and timelines may be
materially different than those set forth below. The projections were not prepared with a view to compliance with the published guidelines of the Securities and Exchange Commission regarding projections, nor were they prepared in accordance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections. Moreover, DOV's accountants have not examined, compiled or applied any procedures to the projections in accordance with standards established by the American Institute of Certified Public Accountants and express no opinion or any assurance on their reasonableness, accuracy or achievability. These forward-looking statements reflect numerous assumptions made by DOV's management. In addition, factors such as industry performance, general business, economic, regulatory, and market and financial conditions, all of which are difficult to predict, may cause the projections or the underlying assumptions to be inaccurate. Accordingly, there can be no assurance that the projections will be realized, and actual results may be materially more or less favorable than those contained in the projections.
The inclusion of the projections in this Current Report on Form 8-K should not be regarded as an indication that DOV, its board of directors, or any of DOV's financial advisors considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company, its board of directors or financial advisors intends to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the projections are shown to be in error or to otherwise have changed.
The projections and development timelines that DOV provided to the Bondholders' Committee are set forth below.
As of September 30, 2006, the Company had $47.3 million in cash and marketable securities. The analysis prepared in November 2006 assumed no cash inflows from
(i) the licensing of one of the Company's compounds for which the Company expects to receive a net upfront cash payment of $2.0 million in the first quarter of 2007, (ii) the sale of the Company's historical net operating losses pursuant to the New Jersey Economic Development Authority's Technology Business Tax Certificate Program from which the Company received $5.7 million of cash in December 2006, or (iii) the receipt of the remaining balance due to the Company from the lessor of the Company's Somerset facility for unspent monies on building upgrades, for which the Company expects to receive $1.5 million in the first quarter of 2007. The analysis also did not give effect to the consummation of the Exchange Offer, which if consummated will result in a cash reduction of approximately $14.9 million in the first quarter of 2007.
Liquidity Forecast as Presented in November 2006 to the Bondholders' Committee
(in dollars)
2007 2008
Q4 2006 Q1 Q2 Q3 Q4 FY 2007 Q1
Beginning Cash and
Equivalents $ 47,338,749 $ 35,072,608 $ 26,253,671 $ 20,771,735 $ 15,009,798 $ 35,072,608 $ 8,907,861
Cash Receipts $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Cash Disbursements
R&D - Direct Costs 3,691,700 2,782,000 2,145,000 2,475,000 2,900,000 10,302,000 2,300,000
Other(1) 8,574,441 6,036,937 3,336,937 3,286,937 3,201,938 15,862,747 3,074,300
Net Cash Flow ($12,266,141 ) ($8,818,937 ) ($5,481,937 ) ($5,761,937 ) ($6,101,938 ) ($26,164,747 ) ($5,374,300 )
Ending Cash
and Equivalents $ 35,072,608 $ 26,253,671 $ 20,771,735 $ 15,009,798 $ 8,907,861 $ 8,907,861 $ 3,533,561
(1) Includes salaries for R&D.
The research and development direct costs included in the above projections assumed the following: (i) immediate halt to studies 021 and 022 of bicifadine in chronic lower back pain and the Phase II trial of bicifadine in osteoarthritis, with wind-down expenses continuing through the fourth quarter of 2006 for study 021 and the Phase II trial in osteoarthritis and through the first quarter of 2007 for study 022, (ii) initiation of Phase II trial for DOV 21,947 in the first quarter of 2007, at external costs of $5.9 million in 2007 and $2.6 million in 2008, and (iii) development of a pre-clinical compound through 2007 for an IND application in 2008, at a cost of $1.6 million in 2007.
R&D Direct Cost Detail
(in dollars)
2007
Q4 2006 Q1 Q2 Q3 Q4 FY 2007
R&D Direct Costs
DOV 21,947 $ 0 $ 1,115,000 $ 1,140,000 $ 1,610,000 $ 2,035,000 $ 5,900,000
Study 021 890,950 0 0 0 0 0
Study 022 1,443,750 662,000 0 0 0 662,000
Osteoarthritis Study 307,000 0 0 0 0 0
Other Pre-Clinical 1,050,000 1,005,000 1,005,000 865,000 865,000 3,740,000
Total $ 3,691,700 $ 2,782,000 $ 2,145,000 $ 2,475,000 $ 2,900,000 $ 10,302,000
Promotions of Certain DOV Employees
The Bondholders' Committee was also informed that the Company's Board of Directors is currently considering the promotion of Barbara Duncan, the Company's current President and Chief Financial Officer to Chief Executive Officer, the promotion of Phil Skolnick, the Company's current Executive Vice President and Chief Scientific Officer to President and Chief Scientific Officer, and William Kaltnecker, the Company's current Controller to Chief Accounting Officer. Actions on these promotions are in process and may be taken in the near term.
Cautionary Note
This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including statements regarding the proposed restructuring of our obligations under the Debentures. You can also identify forward-looking statements by the following words: may, will, should, expect, intend, plan, anticipate, believe, estimate, predict, potential, continue or the negative of these terms or other comparable terminology. We caution you that forward-looking statements are inherently uncertain and are simply point-in-time estimates based on a combination of facts and factors currently known by us about which we cannot be certain or even relatively confident. Actual results or events will surely differ and may differ materially from our forward-looking statements as a result of many factors, some of which we may not be able to predict or may not be within our control. Such factors may also materially adversely affect our ability to achieve our objectives and to successfully develop and commercialize our product candidates, including our ability to:
· consummate the Exchange Offer or raise substantial additional capital in order to repay the Debentures;
· raise substantial additional capital in order to fund operations;
· pursue and receive stockholder approval of the increase in authorized common stock;
· obtain and maintain all necessary patents, licenses and other intellectual property rights;
· demonstrate the safety and efficacy of product candidates at each stage of development;
· meet our development schedule for our product candidates, including with respect to clinical trial initiation, enrollment and completion;
· meet applicable regulatory standards and receive required regulatory approvals on our anticipated time schedule or at all;
· meet or require our partners to meet obligations and achieve milestones under our license and other agreements;
· obtain and maintain collaborations as required with pharmaceutical partners; and
· produce drug candidates in commercial quantities at reasonable costs and compete successfully against other products and companies.
You should also refer to the risks discussed in our filings with the Securities and Exchange Commission including those contained in our annual report on Form 10-K filed on March 15, 2006 and our quarterly report on Form 10-Q for the quarter ended September 30, 2006. We qualify all our forward-looking statements by these cautionary statements. Readers should not place undue reliance on our forward-looking statements. We do not undertake any obligation and do not intend to update any forward-looking statement.
PR#1 29th January 2007
http://biz.yahoo.com/prnews/070129/nym137.html?.v=66
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.
ADVERTISEMENT
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).
This press release may be deemed to be solicitation material in respect of the potential proposal to stockholders to increase the number of authorized shares of common stock of DOV. If DOV determines to present such proposal to its stockholders, DOV would file with the SEC a proxy statement and other relevant materials. Stockholders are urged to read the proxy statement and any other relevant materials filed by DOV because they will contain important information. Once the materials are filed with the SEC, they will be 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 stockholders upon request to Investor Relations (732.907.3640).
DOV and its executive officers and directors may be deemed to be participants in the solicitation of proxies from DOV stockholders in favor of any such proposal. Stockholders may obtain information regarding the direct and indirect interests of DOV and its executive officers and directors with respect to the proposal by reading the proxy statement, if and when filed with the SEC.
About DOV
DOV is a biopharmaceutical company focused on the discovery, acquisition and development of novel drug candidates for central nervous system disorders. The Company's product candidates address some of the largest pharmaceutical markets in the world including depression, pain and insomnia.
Cautionary Note
Statements in this press release that are not historical facts constitute forward-looking statements, including statements regarding the proposed restructuring of our obligations under the Debentures. You can also identify forward-looking statements by the following words: may, will, should, expect, intend, plan, anticipate, believe, estimate, predict, potential, continue or the negative of these terms or other comparable terminology. We caution you that forward-looking statements are inherently uncertain and are simply point- in-time estimates based on a combination of facts and factors currently known by us about which we cannot be certain or even relatively confident. Actual results or events will surely differ and may differ materially from our forward-looking statements as a result of many factors, some of which we may not be able to predict or may not be within our control. Such factors may also materially adversely affect our ability to achieve our objectives and to successfully develop and commercialize our product candidates, including our ability to:
* successfully consummate the Exchange Offer;
* raise substantial additional capital in order to repay the Debentures,
if necessary;
* raise substantial additional capital in order to fund operations;
* pursue and receive stockholder approval of the increase in authorized
common stock;
* obtain and maintain all necessary patents, licenses and other
intellectual property rights;
* demonstrate the safety and efficacy of product candidates at each stage
of development;
* meet our development schedule for our product candidates, including with
respect to clinical trial initiation, enrollment and completion;
* meet applicable regulatory standards and receive required regulatory
approvals on our anticipated time schedule or at all;
* meet or require our partners to meet obligations and achieve milestones
under our license and other agreements;
* obtain and maintain collaborations as required with pharmaceutical
partners; and
* produce drug candidates in commercial quantities at reasonable costs and
compete successfully against other products and companies.
You should also refer to the risks discussed in our filings with the Securities and Exchange Commission including those contained in our annual report on Form 10-K filed on March 15, 2006 and our quarterly report on Form 10-Q for the quarter ended September 30, 2006. We qualify all our forward- looking statements by these cautionary statements. Readers should not place undue reliance on our forward-looking statements. We do not undertake any obligation and do not intend to update any forward-looking statement.
Source: DOV Pharmaceutical, Inc.
a market buy
saw that, the guy has 2.93 million shares.
Go to the news, quote, chart link at top of page and click, once there click filings and you will see.
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