Adherex Receives AMEX Delisting Notice-Implements Success-Based Incentive Program
11 December 2008 - 9:03AM
Marketwired
Adherex Technologies Inc. (TSX: AHX)(AMEX:ADH,), a
biopharmaceutical company dedicated to solving problems for
patients with cancer, today reported that it has received a notice
from the NYSE Alternext US LLC, formerly the American Stock
Exchange or AMEX (the "Exchange"), indicating that the Company does
not meet certain of the continued listing requirements of the
Exchange and, failing the submission of a plan of compliance by
January 5, 2009, will be subject to delisting proceedings by the
Exchange.
The notice indicated that the Company has become subject to
possible delisting because the Company fails to meet the minimum
stockholders' equity requirement of at least US$6 million and has
sustained net losses in its five most recent fiscal years as
provided in Section 1003(a)(iii) of the Exchange's Company Guide.
The Company must submit a plan of compliance for review by Exchange
staff by January 5, 2009 or become subject to delisting
proceedings. The Company also has the right to appeal any decision
of the Exchange to initiate delisting proceedings.
The notice also indicated that because the Company's stock has
had an average selling price of $0.14 per share over the last six
months, as part of its continued listing requirements, the Exchange
would require the Company to effect a reverse stock split in
accordance with Section 1003(f)(v) of the Exchange's Company
Guide.
Given the continuing turmoil in the capital markets, the
Company's current financial condition and the Exchange's
determination that the Company would need to effect a reverse stock
split to address its low trading price, the Company does not
currently plan to file a plan of compliance and therefore expects
the Exchange to promptly initiate delisting proceedings. The last
day of trading of the Company's common stock on the Exchange is
currently anticipated by early January 2009. The Company's stock
listing will be noted with ".BC" after its trading symbol to
reflect its non-compliance with the Exchange's listing
requirements. The Company's common stock continues to trade under
the symbol "AHX" on the Toronto Stock Exchange.
The Company further announced today that, in addition to its
previously announced efforts to re-prioritize its clinical
development activities on the most attractive, nearer term
value-generating opportunities and secure further funding for the
continued development of its products via its ongoing efforts with
Burrill & Company LLC of San Francisco, who have been assisting
the Company in its review of partnering opportunities and other
strategic alternatives, the Company's Board has implemented a
success-based incentive plan for the executive management team. The
incentive plan is intended to align the interests of the executive
management team with the Company's shareholders and retain
individuals critical to the future success of the Company during a
period where share price erosion has rendered the Company's other
incentive programs, including stock options, essentially worthless.
Executives will be eligible for success-based cash bonuses upon the
completion of a partnership, asset sale and/or merger transaction,
provided the Company has entered into a definitive agreement for
any such transaction on or before July 31, 2009. Each executive
officer will be paid a success-based cash bonus equal to a
percentage of the transaction value, ranging from 1% to 5%,
provided the officer continues to be employed at the time any
partnership or strategic alliance is completed. Any bonus under the
incentive plan would be offset dollar for dollar with any stock
option value held by the executive that returns to being "in the
money" at the time of payment of the bonus or when cashed out or
exercised by the executive, if earlier.
About Adherex Technologies
Adherex Technologies Inc. is a biopharmaceutical company
dedicated to the discovery and development of novel cancer
therapeutics. We are in the business of solving problems for
patients with cancer. We have multiple products in the clinical
stage of development, including eniluracil, ADH-1 and sodium
thiosulfate (STS). Eniluracil, an oral dihydropyrimidine
dehydrogenase (DPD) inhibitor, is being developed to improve the
tolerability and effectiveness of 5-fluorouracil (5-FU), one of the
most widely used oncology drugs in the world. ADH-1 is a
biotechnology compound which selectively targets N-cadherin, a
protein present on certain tumor cells and the blood vessels of
solid tumors. STS is a chemoprotectant being developed to reduce or
prevent hearing loss that may result from treatment with
platinum-based chemotherapy drugs. With a diversified portfolio of
unique preclinical and clinical-stage cancer compounds and a
management team with expertise in identifying, developing and
commercializing novel cancer therapeutics, Adherex aims to become a
leader in developing innovative treatments that address important
unmet medical needs in cancer. For more information, please visit
our website at www.adherex.com.
This press release contains forward-looking statements that
involve significant risks and uncertainties. The actual results,
performance or achievements of the Company might differ materially
from the results, performance or achievements of the Company
expressed or implied by such forward-looking statements. Such
forward-looking statements include, without limitation, those
regarding our plans to pursue partnerships or other strategic
alliances. We can provide no assurance that that we will be able to
form partnerships or other strategic alliances with other companies
on favorable terms or at all. We are subject to various risks,
including the adverse impact of our stock no longer being listed on
the AMEX, our need for additional capital to fund our operations,
our history of losses, current and anticipated conditions in the
economy and financial markets, our ability to continue to meet the
listing requirements of the Toronto Stock Exchange, the
uncertainties of clinical trials, drug development and regulatory
review, the early stage of our product candidates, our reliance on
collaborative partners, and other risks inherent to the
biopharmaceutical industry. For a more detailed discussion of
related risk factors, please refer to our public filings available
at www.sedar.com and www.sec.gov.
Contacts: Adherex Technologies Inc. D. Scott Murray Senior Vice
President, Corporate Development 919-484-8484 info@adherex.com
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