TPTX » Topics » Novato, California, September 28, 2009

This excerpt taken from the TPTX 8-K filed Dec 18, 2009.
Novato, California, December 18, 2009 – Raptor Pharmaceutical Corp. (“Raptor” or the “Company”) (NASDAQ: RPTP), today announced that it has entered into definitive agreements with institutional investors to purchase 3,747,558 units for gross proceeds of approximately $7.5 million, before placement agent fees and offering expenses.

 
The offering is made pursuant to the Form S-3 shelf registration statement that was filed by Raptor with the Securities and Exchange Commission (the “SEC”).  The offering is expected to close on or about December 22, 2009, subject to the satisfaction of customary closing conditions. Raptor intends to use the net proceeds from the offering for general corporate purposes, including activities related to further clinical development of DR Cysteamine and for other working capital and operational purposes.
 

The securities sold in this offering consists of one share of common stock and one warrant to purchase 0.5 of a share of common stock for a period of five years and one warrant to purchase 0.5 of a share of common stock for a period of 18 months. Both warrants have an exercise price of $2.45 per share of common stock and are exercisable starting with the date that is 180 days from the closing of the offering. The shares of common stock and warrants are immediately separable and will be issued separately.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (AMEX: LTS), acted as the exclusive placement agent for this offering.  CK Cooper & Co. acted as a selected dealer in this transaction.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from the Securities and Exchange Commission’s website at http://www.sec.gov, or from Ladenburg Thalmann & Co. Inc., 520 Madison Avenue, 9th Floor, New York, New York 10022.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.





 
 

 

About Raptor Pharmaceutical Corp.

Raptor Pharmaceutical Corp. (NASDAQ: RPTP) ("Raptor") is dedicated to speeding the delivery of new treatment options to patients by working to improve existing therapeutics through the application of highly specialized drug targeting platforms and formulation expertise. Raptor focuses on underserved patient populations where it can have the greatest potential impact. Raptor currently has product candidates in clinical development designed to potentially treat nephropathic cystinosis, non-alcoholic steatohepatitis ("NASH"), Huntington’s Disease (“HD”),  aldehyde dehydrogenase ("ALDH2") deficiency, and a non-opioid solution designed to potentially  treat chronic pain.

Raptor's preclinical programs are based upon bioengineered novel drug candidates and drug-targeting platforms derived from the human receptor-associated protein ("RAP") and related proteins that are designed to target cancer, neurodegenerative disorders and infectious diseases.

For additional information, please visit www.raptorpharma.com.

FORWARD LOOKING STATEMENTS

This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to the following statements: that Raptor will close the transaction by December 22, 2009; and that any of Raptor’s clinical and preclinical drug candidates will result in approved therapeutics.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results to be materially different from these forward-looking statements. Factors which may significantly change or prevent the Company’s forward looking statements from fruition include: that Raptor may be unsuccessful at raising funds to continue its development programs; Raptor may be unsuccessful in developing any products or acquiring products; that Raptor’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; that Raptor is unable to retain or attract key employees whose knowledge is essential to the development of its products; that unforeseen scientific difficulties develop with the Company’s process; that Raptor’s patents are not sufficient to protect essential aspects of its technology; that competitors may invent better technology; and that Raptor’s products may not work as well as hoped or worse, that the Company’s products may harm recipients. As well, Raptor’s products may never develop into useful products and even if they do, they may not be approved for sale to the public. Raptor cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in the Company’s filings from time to time with the Securities and Exchange Commission (the “SEC”), which Raptor strongly urges you to read and consider, including Raptor’s current report on Form 8-K as filed with the SEC on November 17, 2009; the joint proxy statement/prospectus on Form S-4 filed with the SEC on August 19, 2009; Raptor’s annual report on Form 10-K filed with the SEC on March 27, 2009; and Raptor’s quarterly report on Form 10-Q filed with the SEC on August 11, 2009, all of which are available free of charge on the SEC’s web site at http://www.sec.gov. Subsequent written and oral forward-looking statements attributable to Raptor or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in Raptor’s reports filed with the SEC. Raptor expressly disclaims any intent or obligation to update any forward-looking statements.
 
For more information, please contact:

Kim R. Tsuchimoto, CFO
(415) 382-1390
ktsuchimoto@raptorpharma.com

The Ruth Group

Sara Ephraim Pellegrino (investors)
(646) 536-7002
spellegrino@theruthgroup.com

Janine McCargo (media)
(646) 536-7033
jmccargo@theruthgroup.com


These excerpts taken from the TPTX 8-K filed Oct 5, 2009.
Novato, California, October 1, 2009 – Raptor Pharmaceutical Corp. (“Raptor” or the “Company”) (NASDAQ: RPTPD), today announced the appointment of Llew Keltner, M.D., Ph.D., to the Company’s board of directors. Dr. Keltner is currently CEO and President of Light Sciences Oncology, a privately-held biotechnology company developing a late-stage, light-activated therapy for hepatocellular cancer and other solid tumors. He is also CEO of EPISTAT, an international healthcare technology transfer, corporate risk management and healthcare strategy company that he founded in 1972.

 

Christopher M. Starr, Ph.D., CEO of Raptor stated, “On behalf of the board and the executive management of Raptor, I would like to welcome Dr. Keltner and his extensive industry experience to our team. With over 30 years in the healthcare industry, Dr. Keltner’s expertise in cancer and genetic analyses will be extremely valuable as we work to advance our development programs in various indications, including cancers, genetic diseases and liver disorders. Dr. Keltner has also advised health care and financial companies through the challenges of raising capital and obtaining approval of new pharmacologic entities. As a newly NASDAQ-listed company, Raptor is committed to adding talented members to our well-balanced, experienced, board of directors who are and continue to be committed to thoughtfully growing the company in an effort to increase stockholder value.”

 

Dr. Keltner has been CEO and President of Light Sciences Oncology since 2004 and CEO of EPISTAT since 1972. From 1997 to 2004, Dr. Keltner was CEO of Metastat, a development-stage biotech company focused on control of cancer metastasis. He is a director on the boards of Infostat, Oregon Life Sciences, and Goodwell Technologies. Previously, he served on the boards of directors at Light Sciences Corporation, Vital Choice, Thesis Technologies, Oread Companies, and MannKind Corporation. He has also been a scientific advisory board member at Lifetime Corporation, ASB Meditest, Oread Laboratories, Hall-Kimbrell, and aai Pharma.

 

Dr. Keltner received an M.S. in Epidemiology and Biostatistics; Ph.D. in Biomedical Informatics and an M.D. from Case Western Reserve University in Cleveland, Ohio. He is a member of the American Society of Clinical Oncology (“ASCO”), American Medical Association (“AMA”), International Association of Tumor Marker Oncology, American Association of Clinical Chemistry, and Drug Information Association. Dr. Keltner has also authored several reserch publications on subjects such as: prenatal diagnosis and effects on parents of a birth defective child; breast and colon tumor markers; clinical due diligence; light activated drug therapy; and the application of laboratory data to improve disease management programs.

 

Dr. Keltner stated, “As a director on Raptor’s board, I look forward to counseling on the design and execution of upcoming clinical trials pertaining to genetic diseases and cancer. I am also pleased to work with the company’s talented management team, which has a successful track record in research, development and commercialization, that I believe will serve as a strong foundation as Raptor approaches its pivotal clinical trial for its lead product candidate, DR Cysteamine.”

 

 

 

 

 

 

Novato, California, September 30, 2009 – Raptor Pharmaceuticals Corp. (“Raptor”) (OTC Bulletin Board: RPTP) and TorreyPines Therapeutics, Inc. (“TorreyPines”) (NASDAQ: TPTX) announced today the completion of their merger. The combined company is named “Raptor Pharmaceutical Corp.” and will commence trading on September 30, 2009 on the NASDAQ Capital Market under the ticker symbol “RPTP.” Pursuant to NASDAQ’s regulations, for the first 20 trading days the ticker symbol will be “RPTPd”.

 

The combined company will be headquartered in Novato, California and managed by Raptor’s existing management team including Christopher M. Starr, Ph.D., as Chief Executive Officer and director, Todd C. Zankel, Ph.D., as Chief Scientific Officer, Kim R. Tsuchimoto, C.P.A., as Chief Financial Officer, Ted Daley, as President of the clinical division and Patrice P. Rioux., M.D., Ph.D., as Chief Medical Officer of the clinical division.

 

Christopher M. Starr, Ph.D., Chief Executive Officer of the combined company, commented, “The closing of this merger creates a NASDAQ-listed biopharmaceutical company with what we believe is a robust pipeline aimed at improving the lives of patients with unmet medical needs. The Raptor management team has worked diligently to rapidly advance our development programs and meet our specified milestones. In under four years, we have completed the transition from a preclinical, bulletin board-quoted drug discovery company into a NASDAQ-listed biopharmaceutical company with mid- and late-stage product candidates. We are very excited for our common stock to begin trading on NASDAQ and believe that listing on a premier national stock market has the potential to improve liquidity in our common stock and improve our access to the capital markets. In the coming months, we hope to announce several important milestones. By the end of 2009, we expect to announce clinical trial data on our lead product candidate, DR Cysteamine, from a Phase 2a clinical trial in non-alcoholic steatohepatitis (“NASH”) and a Phase 2b clinical trial in nephropathic cystinosis (“cystinosis”).”

 

In connection with the exchange of shares in the merger, Raptor and TorreyPines stockholders will own 95% and 5% of the outstanding shares of the combined company, respectively. Raptor stockholders will receive 17,881,300 shares of the combined company’s common stock in exchange for the 76,703,147 shares of Raptor common stock outstanding immediately prior to the closing of the merger. TorreyPines stockholders will receive 941,121 shares of the combined company’s common stock in exchange for the 15,999,058 shares of TorreyPines common stock outstanding immediately prior to the closing of the merger. For example:

 

 

1,000 Shares of Raptor

1,000 Shares of TorreyPines

Number of Combined Company Shares Issued as a Result of Merger

 

233

 

58

 

 

 

 

 

In connection with the merger and subject to the same conversion factor as the Raptor common stock, the combined company will assume all of Raptor’s stock options and warrants outstanding at the time of the merger. The combined company will also retain the TorreyPines stock options and warrants outstanding at the merger, subject to the same conversion factor as the TorreyPines common stock.

 

Novato, California, September 28, 2009 – Raptor Pharmaceuticals Corp. (“Raptor” or the “Company”) (OTC Bulletin Board: RPTP), today announced that its stockholders approved the proposals to complete the proposed merger with TorreyPines Therapeutics, Inc. (“TorreyPines”) (NASDAQ: TPTX) at its annual meeting of stockholders held on Monday, September 28, 2009. Concurrently, at the annual meeting of its stockholders, TorreyPines stockholders approved all of the proposals related to the merger with Raptor. The merger is expected to close after the satisfaction or waiver of all closing conditions specified in the merger agreement including customary regulatory approvals.

 

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