Ohr Pharmaceutical, Inc. (Nasdaq: OHRP) (the “Company” or “Ohr”)
today reported financial results for the three and six month
periods ended March 31, 2019.
"We continue to be excited by the opportunity to merge with
NeuBase Therapeutics, a privately-held biotechnology company
developing next-generation antisense therapeutics, which we believe
offers the best opportunity to generate value for our stockholders.
A special meeting for Ohr stockholders to vote on the proposed
merger with NeuBase is currently on track to occur in the middle of
calendar 2019," said Jason Slakter, M.D., chief executive officer
of Ohr Pharmaceutical.
Financial Results for the Second Quarter of FY 2019
ended March 31, 2019:
- For the three months ended March 31, 2019, the Company reported
a net loss of approximately $1.1 million, or ($0.40) per share,
compared to a net loss of approximately $2.2 million, or ($0.77)
per share, in the three months ended March 31, 2018. Loss per share
amounts have been retroactively adjusted for the reverse stock
split effected on February 4, 2019.
- For the three months ended March 31, 2019, total operating
expenses were approximately $1.2 million, consisting of
approximately $0.9 million in general and administrative expenses,
$0.1 million of research and development expenses, and $0.2 million
in depreciation and amortization. This compares to total operating
expenses of $2.2 million in the three months ended March 31, 2018,
comprised of approximately $0.6 million in general and
administrative expenses, $1.8 million in research and development
expenses, $0.3 million in depreciation and amortization, $0.7
million in loss on impairment of goodwill, and a $1.2 million gain
on settlement of liabilities.
- At March 31, 2019, the Company had cash and cash equivalents of
approximately $2.1 million, compared to cash and equivalents of
approximately $3.8 million at September 30, 2018.
Financial Results for the Six Months Ended March 31,
2019:
- For the six months ended March 31, 2019, the Company reported a
net loss of approximately $2.0 million, or ($0.72) per share,
compared to a net loss of approximately $6.3 million, or ($2.25)
per share, in the same period of 2018. Loss per share amounts have
been retroactively adjusted for the reverse stock split effected on
February 4, 2019.
- For the six months ended March 31, 2019, total operating
expenses were approximately $2.1 million, consisting of
approximately $1.6 million in general and administrative expenses,
$0.2 million of research and development expenses, and $0.3 million
in depreciation and amortization. This compares to total operating
expenses of approximately $6.4 million in the same period of 2018,
consisting of approximately $2.1 million in general and
administrative expenses, $4.2 million of research and development
expenses, $0.6 million in depreciation and amortization, $0.7
million in impairment of goodwill, and $1.2 million in gain on
settlement of accounts payable and long term liabilities.
Merger Agreement with NeuBase
On January 3, 2019, Ohr announced entering into a definitive
merger agreement with NeuBase under which the stockholders of
NeuBase would become the majority holders of the combined company.
The proposed merger will create a public company focused on
advancing NeuBase’s peptide-nucleic acid (PNA) antisense
oligonucleotide (PATrOL™) technology platform for the development
of therapies to address severe and currently untreatable diseases
caused by genetic mutations. The proposed merger has been approved
by the board of directors of both companies.
On a pro forma basis and based upon the number of shares of Ohr
common stock to be issued in the merger, current Ohr stockholders
will own approximately 15% of the combined company and NeuBase
stockholders will own approximately 85% of the combined company,
after accounting for the additional NeuBase financing transaction.
The actual allocation will be subject to adjustment based on Ohr’s
and NeuBase’s cash balance at the time of closing and the amount of
the additional financing consummated by NeuBase at or before the
closing of the proposed merger. Certain members and affiliates of
the board of directors and management of Ohr and NeuBase have
irrevocably committed to invest in the additional NeuBase
financing.
The proposed merger is subject to the approval of Ohr’s
stockholders and the satisfaction or waiver of other customary
conditions. In connection with the proposed merger, Ohr recently
filed with the SEC a pre-effective amendment to its registration
statement on Form S-4, which included a joint proxy
statement/prospectus.
About NeuBase Therapeutics
NeuBase Therapeutics, Inc. is developing its modular
peptide-nucleic acid antisense oligonucleotide (PATrOL™) platform
to address genetic diseases caused by mutant proteins with a
single, cohesive approach. The systemically-deliverable PATrOL
therapies have the potential to improve upon current gene silencing
treatments by combining the advantages of synthetic approaches with
the precision of antisense technologies. NeuBase intends to use its
platform to address repeat expansion disorders, with an initial
focus on Huntington’s Disease and Myotonic Dystrophy, as well as
other dominant genetic disorders.
Additional Information about the Proposed Merger and
Where to Find It
In connection with the proposed merger, Ohr has filed with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that contains a joint proxy
statement/prospectus. Investors and security holders of Ohr are
urged to read these materials because they contain important
information about NeuBase, Ohr and the proposed merger. The joint
proxy statement/prospectus, and other relevant materials, and any
other documents filed by Ohr with the SEC, may be obtained free of
charge at the SEC web site at www.sec.gov. In addition, investors
and security holders may obtain free copies of the registration
statement on Form S-4 that contains a joint proxy
statement/prospectus by directing a written request to: Ohr
Pharmaceutical, Inc., 800 Third Avenue, 11th Floor, New York, NY
10022, Attention: Corporate Secretary. Investors and security
holders are urged to read the joint proxy statement/prospectus and
the other relevant materials before making any voting or investment
decision with respect to the proposed merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
The Company and its directors and executive officers and NeuBase
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of the Company in connection with the proposed merger. Information
regarding the special interests of these directors and executive
officers in the proposed merger has been included in the joint
proxy statement/prospectus referred to above. Additional
information regarding the directors and executive officers of the
Company is also included in the Company’s Annual Report on Form
10-K for the year ended September 30, 2018 and the proxy statement
for the Company’s 2018 Annual Meeting of Stockholders. These
documents are available free of charge at the SEC web site
(www.sec.gov) and from the Company, Attn: Corporate Secretary, at
the address described above.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995: This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act. These forward-looking statements
include, among other things, statements regarding the structure,
timing and completion of the proposed merger; the combined
company's listing on Nasdaq upon the closing of the proposed
merger; the financial position and cash balance of the combined
company; expectations regarding ownership structure of the combined
company; the future operations of the combined company and its
ability to successfully initiate and complete clinical trials and
achieve regulatory milestones; the nature, strategy and focus of
the combined company; the development and commercial potential and
potential benefits of any product candidates of the combined
company; that the proposed merger will close and will enable the
combined company to participate in the possible success of the
combined company’s product candidates; that the product candidates
have the potential to address critical unmet needs of patients with
serious diseases and conditions; and the executive and board
structure of the combined company. These forward-looking statements
are distinguished by use of words such as "will," "would,"
"anticipate," "expect," "believe," "designed," "plan," or "intend,"
the negative of these terms, and similar references to future
periods. These views involve risks and uncertainties that are
difficult to predict and, accordingly, our actual results may
differ materially from the results discussed in our forward-looking
statements. Our forward-looking statements contained herein speak
only as of the date of this press release. Factors or events that
we cannot predict, including those described in the risk factors
contained in our filings with the SEC, may cause our actual results
to differ from those expressed in forward-looking statements. Ohr
and the combined company may not actually achieve the plans, carry
out the intentions or meet the expectations or projections
disclosed in the forward-looking statements, and you should not
place undue reliance on these forward-looking statements. Because
such statements deal with future events and are based on Ohr’s
current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of
Ohr or the combined company could differ materially from those
described in or implied by the statements in this press release,
including: the risk that the conditions to the closing of the
transaction are not satisfied, including the failure to timely or
at all obtain stockholder approval for the transaction;
uncertainties as to the timing of the consummation of the
transaction and the ability of each of Ohr and NeuBase to
consummate the transaction; risks related to the combined company’s
ability to correctly manage its operating expenses and its
expenses; risks related to the market price of Ohr’s common stock
relative to the exchange ratio; unexpected costs, charges or
expenses resulting from the transaction; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger transaction;
combined company’s plans to develop and commercialize its product
candidates, including NT0100 and NT0200; the timing of initiation
of combined company’s planned clinical trials; the timing of the
availability of data from combined company’s clinical trials; the
timing of any planned investigational new drug application or new
drug application; combined company’s plans to research, develop and
commercialize its current and future product candidates; the
clinical utility, potential benefits and market acceptance of
combined company’s product candidates; combined company’s
commercialization, marketing and manufacturing capabilities and
strategy; the combined company’s ability to protect its
intellectual property position; and the requirement for additional
capital to continue to advance these product candidates, which may
not be available on favorable terms or at all, as well as those
risks discussed under the heading "Risk Factors" in Ohr’s most
recent Annual Report on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, and in any subsequent filings with the SEC. Except as
otherwise required by law, Ohr disclaims any intention or
obligation to update or revise any forward-looking statements,
which speak only as of the date hereof, whether as a result of new
information, future events or circumstances or otherwise.
Ohr Pharmaceutical Contact: Investor Relations
OP: 212-682-8452 ir@ohrpharmaceutical.com
Ohr Pharmaceuticals, Inc. (NASDAQ:OHRP)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Ohr Pharmaceuticals, Inc. (NASDAQ:OHRP)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024