"The milestones we have achieved today represent the penultimate step in our merger with Immune Pharmaceuticals Ltd.," stated Robert Cook, Interim President and CEO of EpiCept. "We anticipate that we will formally complete the merger by the end of the week, at which time we will become Immune Pharmaceuticals Inc."
The 1-for-40 reverse stock split will automatically convert every forty outstanding pre-split shares of the Company's common stock into one outstanding new post-split share of common stock of the re-named Company, Immune Pharmaceuticals Inc. If the number of shares held by a particular stockholder is not evenly divisible by the ratio of the reverse split, the stockholder's new share count will be rounded up to the nearest whole share. The reverse split and change of name were authorized by the Company's stockholders on August 6, 2013. The reverse split will reduce the number of outstanding shares of common stock from 110,252,876 (excluding those shares owned by Immune Pharmaceuticals Ltd.) to 2,756,322, plus those additional shares issued as a result of rounding up. Upon completion of the merger between the companies, the total outstanding shares of the re-named Company, Immune Pharmaceuticals Inc., will be approximately 12.6 million.
The number of shares of common stock subject to outstanding stock options, stock warrants or convertible securities, and the exercise prices and conversion ratios of those securities, will automatically be proportionately adjusted for the 1-for-40 ratio provided for by the reverse stock split.
In order to effectuate the reverse stock split and change of corporate name, a Certificate of Amendment to EpiCept's Third Amended and Restated Certificate of Incorporation was filed in Delaware on Thursday, August 15, 2013, and will become
|SOURCE EpiCept Corporation|
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