TPTX » Topics » Item 2.01 Completion of Acquisition or Disposition of Assets.

This excerpt taken from the TPTX 8-K filed Oct 5, 2009.

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth or incorporated by reference in Item 1.01 under the section titled, “Background” of this Current Report on Form 8-K is incorporated herein by reference.

 

This excerpt taken from the TPTX 8-K filed Nov 10, 2008.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On October 3, 2006, TorreyPines announced the closing of the Merger.  Also on October 3, 2006, in connection with the Merger, Axonyx effected a 1-for-8 reverse stock split of its common stock, Axonyx’s name was changed to “TorreyPines Therapeutics, Inc.” and the state of incorporation of Axonyx was converted from Nevada to Delaware.  The Merger, a reverse

 

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stock split in the range of 1-for-5 to 1-for-10, the name change and the change of the state of incorporation were approved by the stockholders of Axonyx at Axonyx’s 2006 Annual Meeting of Stockholders held on September 28, 2006.  The board of directors of Axonyx fixed the ratio of the reverse stock split at 1-for-8.  Upon the closing of the Merger, the company changed its name from “Axonyx Inc.” to “TorreyPines Therapeutics, Inc.”  In the following discussion, “TorreyPines” refers to the public company, formerly known as Axonyx and now known as TorreyPines Therapeutics, Inc. and “TPTX” refers to the subsidiary of TorreyPines resulting from the Merger, formerly known as TorreyPines Therapeutics, Inc and now known as TPTX, Inc.

 

Under the terms of the Merger Agreement, TorreyPines issued shares of common stock to the TPTX stockholders.  Holders of TPTX preferred stock also received a warrant to purchase shares of TorreyPines common stock.  TorreyPines assumed all of the stock options and stock 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 Merger, approximately 58% of the TorreyPines common stock on a fully-diluted basis and the stockholders, option holders and warrant holders of Axonyx prior to the Merger owned, as of the closing, approximately 42% of the TorreyPines common stock on a fully-diluted basis. Following the completion of the Merger and the reverse stock split, TorreyPines now has approximately 15.7 million shares of common stock outstanding.

 

The issuance of the shares of TorreyPines 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). Please see the information set forth in the section of the Registration Statement entitled “Interests of Axonyx’s Directors and Executive Officers in the Merger” and “Interests of TorreyPines’ Directors and Executive Officers in the Merger” for a description of the relationships, other than in respect of the Merger, between and among Axonyx, TPTX and their respective officers and directors.

 

The Merger Agreement and amendment no. 1 thereto are filed herewith as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.

 

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