"I am excited by the challenge to identify and pursue opportunities to maximize value for Myrexis and for its stockholders and am encouraged by the platform for growth which it provides, including its recognizable brand, infrastructure and intangibles, as well as its remaining intellectual property, comprising license agreements with DFH Pharma and UNC Chapel Hill," said Mr. Couchman. "I am impressed by the thoroughness and dedication of the Board of Directors in their evaluation of strategic alternatives and appreciate the opportunity to continue to pursue opportunities to further maximize value for shareholders, including the potential for a private to public reverse merger, investments and acquisitions among other alternatives."
Jonathan M. Couchman serves as Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Xstelos Holdings, Inc., (OTCQB:XTLS) and previously served as Director of Golf Trust of America, during its evaluation of strategic alternatives, which culminated in the reverse merger of privately owned Pernix Therapeutics Holdings, Inc. into Golf Trust of America, effective March 9, 2010.
Stifel Nicolaus Weisel has acted as exclusive financial advisor to Myrexis.
MYREXIS TAX BENEFITS PRESERVATION RIGHTS PLANIt should be noted that Myrexis adopted a Tax Benefits Preservation Rights Plan, which remains in effect, and which prohibits the ownership of greater than 4.99% of the stock of Myrexis by an individual or a group of stockholders, subject to certain limited exemptions provided therein. The Tax Benefits Preservation Rights Plan is in the form of a Rights Agreement designed to help protect and preserve Myrexis' substantial tax attributes primarily associated with net operating loss carryforwards (NOLs) and research tax credits, under Sections 382 and 383 of the Internal Revenue Code, and is similar to plans adopted by numerous other public companies with significant NOLs. Certain U.S. Federal Income Tax Consequences to U.S. Stockholders The following summary describes certain material U.S. federal income tax consequences to U.S. holders of Myrexis common stock related to the special cash distribution. Unless otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of Myrexis common stock that for U.S. income tax purposes is: (1) a citizen or individual resident of the U.S., (2) a corporation organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (3) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (4) any trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or it has a valid election in place to be treated as a U.S. person (a "U.S. holder"), and, even with respect to such beneficial owners, this summary does not address special considerations that may be applicable to certain specific categories of investors.
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