Axonyx Stockholders Approve Merger with TorreyPines Therapeutics Inc.
29 September 2006 - 6:15AM
Business Wire
AXONYX Inc. (NASDAQ: AXYX) announced today that the June 7, 2006
plan of merger, by and among Axonyx Inc., Autoban Acquisition Corp.
and TorreyPines Therapeutics Inc., was approved by its stockholders
at today�s annual stockholder meeting. At the stockholder meeting,
Axonyx stockholders also approved several other proposals in
connection with the merger, including the change of the company�s
name to �TorreyPines Therapeutics, Inc.� and the reincorporation of
the company as a Delaware company. The stockholders also authorized
a reverse stock split of the company�s common stock in a range of
1:5 to 1:10, with the exact split ratio to be determined by the
Axonyx board of directors. At a board meeting that immediately
followed the stockholder meeting, the board of directors set the
ratio of the reverse stock split at 1:8, or 1 share of common stock
for each 8 shares of common stock held by stockholders of record as
of October 2, 2006. The formal closing of the merger is expected to
occur during the first week of October 2006 and thereafter the
merged company is expected to trade on the NASDAQ Global Market
under the ticker symbol �TPTX�. About Axonyx Axonyx Inc. is a
U.S.-based biopharmaceutical company engaged in the acquisition and
development of proprietary pharmaceutical compounds for the
treatment of CNS disorders. Axonyx currently has three compounds in
development for Alzheimer's disease, namely Phenserine - a
potential symptomatic and disease progression treatment of mild to
moderate Alzheimer�s disease (AD), Posiphen� - a potential disease
progression treatment for AD now in Phase I, and BisNorCymserine
(BNC) - a potential symptomatic treatment of severe AD now in
pre-Investigational New Drug (IND) stage. Additional information
can be found at www.axonyx.com. About TorreyPines Therapeutics
TorreyPines Therapeutics, Inc. is a biopharmaceutical company that
discovers and develops small molecule drugs to treat diseases and
disorders of the central nervous system. Led by an accomplished
management team, TorreyPines is leveraging novel drug targets and
technologies to deliver new therapies for migraine; chronic pain,
including neuropathic pain; and Alzheimer�s disease. Its therapies
are intended to offer significant advantages over current
therapies. Further information is available at
www.torreypinestherapeutics.com. This press release contains
forward-looking statements or predictions. Such forward-looking
statements include statements regarding the expected merger between
Axonyx and TorreyPines Therapeutics Inc., expectations regarding
advancement of the company�s product candidates and management of
the company�s resources, and the potential of the company�s product
candidates to treat certain diseases and disorders. Such statements
are subject to numerous factors, risks, and uncertainties that may
cause actual events or results to differ materially from the
combined company�s current expectations. Actual results may differ
materially from the above forward-looking statements due to a
number of important factors. These and other risks which may impact
management�s expectations are described in greater detail in the
registration statement on Form S-4, as amended, as filed with the
Securities and Exchange Commission and Axonyx�s other SEC reports,
including its Form 10-K for the year ended December 31, 2005. We
undertake no obligation to publicly release the result of any
revisions to such forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. AXONYX Inc. (NASDAQ: AXYX)
announced today that the June 7, 2006 plan of merger, by and among
Axonyx Inc., Autoban Acquisition Corp. and TorreyPines Therapeutics
Inc., was approved by its stockholders at today's annual
stockholder meeting. At the stockholder meeting, Axonyx
stockholders also approved several other proposals in connection
with the merger, including the change of the company's name to
"TorreyPines Therapeutics, Inc." and the reincorporation of the
company as a Delaware company. The stockholders also authorized a
reverse stock split of the company's common stock in a range of 1:5
to 1:10, with the exact split ratio to be determined by the Axonyx
board of directors. At a board meeting that immediately followed
the stockholder meeting, the board of directors set the ratio of
the reverse stock split at 1:8, or 1 share of common stock for each
8 shares of common stock held by stockholders of record as of
October 2, 2006. The formal closing of the merger is expected to
occur during the first week of October 2006 and thereafter the
merged company is expected to trade on the NASDAQ Global Market
under the ticker symbol "TPTX". About Axonyx Axonyx Inc. is a
U.S.-based biopharmaceutical company engaged in the acquisition and
development of proprietary pharmaceutical compounds for the
treatment of CNS disorders. Axonyx currently has three compounds in
development for Alzheimer's disease, namely Phenserine - a
potential symptomatic and disease progression treatment of mild to
moderate Alzheimer's disease (AD), Posiphen(TM) - a potential
disease progression treatment for AD now in Phase I, and
BisNorCymserine (BNC) - a potential symptomatic treatment of severe
AD now in pre-Investigational New Drug (IND) stage. Additional
information can be found at www.axonyx.com. About TorreyPines
Therapeutics TorreyPines Therapeutics, Inc. is a biopharmaceutical
company that discovers and develops small molecule drugs to treat
diseases and disorders of the central nervous system. Led by an
accomplished management team, TorreyPines is leveraging novel drug
targets and technologies to deliver new therapies for migraine;
chronic pain, including neuropathic pain; and Alzheimer's disease.
Its therapies are intended to offer significant advantages over
current therapies. Further information is available at
www.torreypinestherapeutics.com. This press release contains
forward-looking statements or predictions. Such forward-looking
statements include statements regarding the expected merger between
Axonyx and TorreyPines Therapeutics Inc., expectations regarding
advancement of the company's product candidates and management of
the company's resources, and the potential of the company's product
candidates to treat certain diseases and disorders. Such statements
are subject to numerous factors, risks, and uncertainties that may
cause actual events or results to differ materially from the
combined company's current expectations. Actual results may differ
materially from the above forward-looking statements due to a
number of important factors. These and other risks which may impact
management's expectations are described in greater detail in the
registration statement on Form S-4, as amended, as filed with the
Securities and Exchange Commission and Axonyx's other SEC reports,
including its Form 10-K for the year ended December 31, 2005. We
undertake no obligation to publicly release the result of any
revisions to such forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
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