20.05.2008 20:10:00
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Critical Therapeutics Receives Notice of Additional Deficiency from NASDAQ
Critical Therapeutics, Inc. (NASDAQ: CRTX) announced today that
on May 16, 2008 it received a letter from the Nasdaq Stock Market’s
Listing Qualifications Department notifying the Company that its
stockholders’ equity of $7,126,000, as
reported in the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2008 that it filed with the
U.S. Securities and Exchange Commission (SEC) on May 12, 2008, does not
comply with the minimum stockholders’ equity
requirement of $10,000,000 for continued listing on The NASDAQ Global
Market pursuant to NASDAQ Marketplace Rule 4450(a)(3). Given the Company’s
failure to satisfy the minimum stockholders’
equity standard, the Listing Qualifications Staff is reviewing the
Company’s eligibility for continued listing on
The NASDAQ Global Market.
To facilitate the review, the Company expects to provide to the Listing
Qualifications Staff a definitive plan to achieve and sustain compliance
with NASDAQ Global Market listing requirements. If after the conclusion
of its review process, the Listing Qualifications Staff determines that
the Company has not presented a definitive plan that is sufficient, the
Staff will provide written notice to the Company that its common stock
will be delisted from the NASDAQ Global Market. In such event, Critical
Therapeutics may appeal the Staff’s decisions
to a NASDAQ Listing Qualifications Panel. Alternatively, the Company
could apply to transfer its listing from The NASDAQ Global Market to The
NASDAQ Capital Market, if it meets all requirements for continued
listing on that market.
As previously announced, Critical Therapeutics received a letter on
April 21, 2008 from the NASDAQ Stock Market’s
Listing Qualifications Department providing notification of the Company’s
failure to satisfy the minimum closing bid price requirement of $1.00
per share for continued inclusion on The NASDAQ Global Market pursuant
to NASDAQ Marketplace Rule 4450(a)(5). The Company has until October 20,
2008 to regain compliance with the minimum closing bid price requirement.
On May 1, 2008, Critical Therapeutics announced the signing of a
definitive merger agreement with Cornerstone BioPharma Holdings, Inc., a
privately-held specialty pharmaceutical company focused on developing
and commercializing prescription medications for respiratory disorders.
Under the terms of the agreement, all outstanding shares of Cornerstone’s
common stock will be converted into and exchanged for shares of Critical
Therapeutics’ common stock and all
outstanding Cornerstone options and warrants will be assumed by Critical
Therapeutics and become options and warrants to acquire Critical
Therapeutics’ common stock. Immediately
following the effective time of the merger, the holders of Cornerstone’s
common stock, options and warrants will own approximately 70 percent,
and Critical Therapeutics’ stockholders will
own approximately 30 percent, of the combined company’s
common stock, after giving effect to shares issuable under outstanding
Cornerstone options and warrants, but excluding shares issuable under
outstanding Critical Therapeutics options and warrants. Consummation of
the merger is subject to a number of closing conditions, including the
approval of Critical Therapeutics’
stockholders, approval by NASDAQ of the re-listing of Critical
Therapeutics’ common stock in connection with
the merger, the continued availability of Critical Therapeutics’
products and other customary closing conditions. Healthcare Ventures and
Advanced Technology Ventures, who together hold approximately 19 percent
of the issued and outstanding common stock of Critical Therapeutics,
have entered into agreements whereby they have agreed to vote their
shares in favor of the merger. The stock-for-stock transaction is
targeted to close in the fourth quarter of 2008.
About Critical Therapeutics, Inc.
Critical Therapeutics, Inc. is developing and commercializing innovative
products for respiratory and inflammatory diseases. Critical
Therapeutics owns worldwide rights to two FDA-approved drugs: ZYFLO CR™
(zileuton) extended-release tablets and ZYFLO®
(zileuton tablets). Critical Therapeutics is developing products for
acute asthma attacks that lead patients to the emergency room and other
urgent care settings. Critical Therapeutics also is developing therapies
directed toward the body’s inflammatory
response. Critical Therapeutics is located in Lexington, Mass. For more
information, please visit www.crtx.com.
Important Additional Information Will Be Filed With The SEC
Critical Therapeutics plans to file with the SEC a Registration
Statement on Form S-4 and file with the SEC and mail to its stockholders
a Proxy Statement/Prospectus in connection with the proposed transaction
with Cornerstone. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Critical
Therapeutics, Cornerstone, the transaction and related matters.
Investors and security holders are urged to read the Registration
Statement and the Proxy Statement/Prospectus carefully when they are
available.
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by Critical Therapeutics through the web
site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy Statement/Prospectus
from Critical Therapeutics by contacting Critical Therapeutics, Inc.,
Attn: Chief Financial Officer, 60 Westview Street, Lexington, MA 02421.
Critical Therapeutics, and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of
the transactions contemplated by the merger agreement. Information
regarding Critical Therapeutics’ directors
and executive officers is contained in Critical Therapeutics’
Annual Report on Form 10-K for the year ended December 31, 2007, as
amended, its proxy statement dated April 25, 2008 and its Current Report
on Form 8-K dated April 24, 2008, which are filed with the SEC. As of
April 30, 2008, Critical Therapeutics’
directors and executive officers beneficially owned approximately
10,334,319 shares, or 22.9 percent, of Critical Therapeutics’
common stock.
Forward-Looking Statements
Any statements in this press release about future expectations, plans
and prospects for Critical Therapeutics, Inc., including, without
limitation, statements regarding the continued listing of the Company’s
common stock on NASDAQ; the proposed transaction between the Company and
Cornerstone; the expected timetable for completing the transaction with
Cornerstone; future financial and operating results, including targeted
product milestones; benefits and synergies of the transaction with
Cornerstone; future opportunities for the combined company; our
strategy, future operations, financial position, future revenues, and
projected costs; prospects, plans and objectives of management; and all
other statements that are not purely historical in nature, constitute "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Without limiting the
foregoing, the words "anticipate,” "believe,” "estimate,” "expect,” "intend,” "target,” "may,” "plan,” "project,” "could,” "should,” "will,” "would”
and similar expressions are intended to identify forward-looking
statements. Actual results may differ materially from those indicated by
such forward-looking statements as a result of various important
factors, including risks and uncertainties relating to: the ability to
achieve and sustain compliance with all NASDAQ listing requirements; the
ability to consummate the transaction with Cornerstone; the ability to
successfully integrate operations and employees with Cornerstone; the
ability to realize anticipated synergies and cost savings of the
transaction with Cornerstone; our ability to successfully market and
sell ZYFLO CR, including the success of our co-promotion arrangement
with DEY; our ability to transition our management team effectively; our
ability to develop and maintain the necessary sales, marketing,
distribution and manufacturing capabilities to commercialize ZYFLO CR;
patient, physician and third-party payor acceptance of ZYFLO CR as a
safe and effective therapeutic product; adverse side effects experienced
by patients taking ZYFLO CR or ZYFLO; our heavy dependence on the
commercial success of ZYFLO CR; our ability to maintain regulatory
approvals to market and sell ZYFLO CR; the success of our co-promotion
arrangement with DEY for PerforomistTM
(formoterol fumarate) Inhalation Solution; our ability to successfully
enter into additional strategic co-promotion, collaboration or licensing
transactions on favorable terms, if at all; conducting clinical trials,
including difficulties or delays in the completion of patient
enrollment, data collection or data analysis; the results of preclinical
studies and clinical trials with respect to our products under
development and whether such results will be indicative of results
obtained in later clinical trials; our ability to obtain the substantial
additional funding required to conduct our development and
commercialization activities; our dependence on our strategic
collaboration with MedImmune, Inc.; and our ability to obtain, maintain
and enforce patent and other intellectual property protection for ZYFLO
CR, our discoveries and our drug candidates. These and other risks are
described in greater detail in the "Risk
Factors” section of our Quarterly Report on
Form 10-Q and other filings that we make with the Securities and
Exchange Commission. If one or more of these factors materialize, or if
any underlying assumptions prove incorrect, our actual results,
performance or achievements may vary materially from any future results,
performance or achievements expressed or implied by these
forward-looking statements.
In addition, the statements in this press release reflect our
expectations and beliefs only as of the date of this release. We
anticipate that subsequent events and developments will cause our
expectations and beliefs to change. However, while we may elect to
update these forward-looking statements publicly at some point in the
future, we specifically disclaim any obligation to do so, except as
required by law, whether as a result of new information, future events
or otherwise. In general, our forward-looking statements do not reflect
the potential impact of any future acquisitions, mergers, dispositions,
business development transactions, joint ventures or investments, except
that in particular circumstances as specifically indicated we may
address the potential impact of the proposed transaction with
Cornerstone. These forward-looking statements should not be relied upon
as representing our views as of any date subsequent to the date of this
release.
ZYFLO® is a registered trademark of Critical
Therapeutics, Inc.
ZYFLO CRTM is a trademark of Critical
Therapeutics, Inc.
Perforomist™ is a trademark of Dey, L.P.
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