AH HUGE NEWS OUT!! REVERSE MERGER DEFINITIVE CLOSE!! EDGE NOW WITH NEW FUTURE AND NEW PIPELINE!
Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2019, Edge Therapeutics, Inc. ( “ Edge ” ), a Delaware corporation, Echos Merger Sub, Inc., a Delaware corporation ( “ Merger Sub ” ) and PDS Biotechnology Corporation, a Delaware corporation ( “ PDS ” and, together with Edge and Merger Sub, the “ Parties ” ) entered into Amendment No. 1 (the “ Amendment ”) to the Agreement and Plan of Merger and Reorganization, dated as of November 23, 2018 (the “ Original Agreement ” and, together with the Amendment, the “ Merger Agreement ”), by and among the Parties. The Original Agreement includes a covenant that Edge will submit to its stockholders for approval at a meeting of the stockholders a reverse stock split of its common stock, par value 0.00033, in the range of 5 and 10 currently outstanding shares of Edge common stock for 1 share, with the final reverse stock split ratio to be mutually agreed by Edge and PDS. The Amendment amends the Original Agreement by broadening the reverse stock split range to between 5 and 25 currently outstanding shares of Edge common stock for 1 share, with the final reverse stock split ratio to be mutually agreed by Edge and PDS.
The foregoing summary descriptions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1.
