TPTX » Topics » (8) Business Combination with TorreyPines Therapeutics, Inc.

This excerpt taken from the TPTX 10-Q filed Nov 9, 2006.

(8) Business Combination with TorreyPines Therapeutics, Inc.

          On October 3, 2006, we completed the business combination between Axonyx Inc. and TorreyPines Therapeutics, Inc., a private company, or TPTX, in accordance with the terms of the Agreements and Plan of Merger and Reorganization among Axonyx, TPTX and Autobahn Acquisition, Inc., dated as of June 7, 2006 and amended as of August 23, 2006. Pursuant to the terms of the merger agreement, TPTX merged with and into Autobahn Acquisition, Inc., became our wholly owned subsidiary and changed its name to TPTX, Inc. In connection with the business combination we effected a 1-for-8 reverse stock split of our common stock and changed our state of incorporation from Nevada to Delaware. We also changed our name to TorreyPines Therapeutics, Inc. and changed our ticker symbol on the Nasdaq Global Market to “TPTX.”

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          Under the terms of the merger agreement, we issued shares of our common stock to the TPTX stockholders. Holders of TPTX preferred stock also received a warrant to purchase shares of our common stock. We assumed all of the stock options and warrants of TPTX outstanding as of October 3, 2006, such that the former TPTX stockholders, option holders and warrant holders owned, as of the closing of the business combination, approximately 58% of our common stock on a fully-diluted basis and the stockholders, options holders and warrant holders of Axonyx prior to the business combination owned, as of the closing, approximately 42% of our common stock on a fully-diluted basis. Following completion of the business combination and the reverse stock split, we now have approximately 15.7 million shares of our common stock outstanding.

          The issuance of the shares of common stock to the former stockholders of TPTX was registered with the Securities and Exchange Commission on a Registration Statement on Form S-4 (Reg. No. 333-136018) which was originally filed on July 25, 2006 and amended on August 25, 2006.

          With the completion of the business combination, we will update and reassess our business plan and drug candidate portfolio prioritization.

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