This excerpt taken from the TPTX 8-K filed Oct 4, 2006.
TorreyPines Therapeutics Completes Merger with Axonyx
LA JOLLA, October 4, 2006 TorreyPines Therapeutics, Inc. (NASDAQ:TPTX) today announced the completion of its merger with Axonyx Inc. The combined company will operate as TorreyPines Therapeutics, Inc. under the leadership of TorreyPines management team. TorreyPines begins trading today on the NASDAQ Global Market under the ticker symbol TPTX.
The merger creates a publicly traded biopharmaceutical company that discovers and develops treatments for diseases and disorders of the central nervous system (CNS). TorreyPines initial focus is on migraine and cognitive disorders.
This merger is consistent with our objective to maximize shareholder value, said Neil Kurtz, M.D., President and Chief Executive Officer of TorreyPines. We now have a strong pipeline of eight product candidates, five of which are clinical stage, with our lead compound, tezampanel, to begin a Phase IIb study for acute migraine by the end of the year. We look forward to strategically advancing our product candidates for migraine and cognitive disorders while prudently managing our resources.
In connection with the merger, Axonyx effected a 1-for-8 reverse stock split of its common stock. As a result of the merger and the reverse stock split, the combined company has approximately 15.7 million shares issued and outstanding. TorreyPines stockholders own approximately 58 percent of the combined company and Axonyx stockholders own approximately 42 percent.
The completion of this merger helps to position TorreyPines as a premier biopharmaceutical company focused on CNS diseases and disorders, said Jean Deleage, Managing Partner of venture firm Alta Partners and Chairman of the Board of Directors of TorreyPines. The company has a management team with a successful clinical development track record, a healthy balance sheet, a robust portfolio of clinical candidates and promising discovery research. This is an exciting time for TorreyPines and its shareholders.
In connection with the closing, the companys Board of Directors will number ten, including directors from both TorreyPines and Axonyx.