Dipexium Pharmaceuticals, Inc. just came out with a new prospectus, available here. This is an SEC requirement for firms looking to issue certain types of securities. An excerpt of the prospectus is provided below:
424B3 1 v461105_424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3)Registration No. 333-215684 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Dipexium Pharmaceuticals, Inc. and PLx Pharma Inc. Dipexium Pharmaceuticals, Inc. (Dipexium) and PLx Pharma Inc. (PLx) have entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement), pursuant to which a wholly-owned subsidiary of Dipexium will merge with and into PLx, with PLx surviving as a wholly-owned subsidiary of Dipexium (the merger). At the effective time of the merger (the Merger Effective Time), each share of PLx common stock outstanding immediately prior to the Merger Effective Time will be converted into the right to receive shares of Dipexium common stock calculated pursuant to the Merger Agreement, the precise number of which will be determined by a formula that is subject to adjustments as described in this joint proxy statement/prospectus. Also, at the Merger Effective Time, each outstanding option, whether or not vested, to purchase PLx common stock unexercised immediately prior to the Merger Effective Time will be converted into an option to purchase Dipexium common stock pursuant to the terms of the Merger Agreement. All rights with respect to each PLx option will be assumed by Dipexium in accordance with its terms. Dipexium stockholders will continue to own and hold their existing shares of Dipexium common stock. Subject to the terms of the Merger Agreement, the percentage of the combined organization that Dipexium stockholders will own as of the closing of the merger is subject to adjustment at the closing based on the level of Dipexiums cash as of a certain determination date. On a pro forma basis, based upon the number of shares of Dipexium common stock to be issued in the merger, (i) current Dipexium stockholders will own 23.25% of the combined organization and current PLx stockholders will own 76.75% of the combined organiza
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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