BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) announced today that on June 20, 2013, it received a letter from NASDAQ informing BioSante that, since the merger with ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (ANI) constituted a business combination resulting in a change of control under Listing Rule 5110(a), BioSante was required to meet the initial listing criteria for the NASDAQ Global Market. The letter continued that, since BioSante did not meet the minimum $4 bid price requirement for initial listings under Listing Rule 5405(a)(1), NASDAQ had determined to delist BioSante’s securities, and that BioSante could appeal this determination.
As part of its preparations for the merger, BioSante anticipated the delisting letter and intends to appeal the determination and request a hearing before the NASDAQ Hearings Panel. This hearing request, if made within the required timeframe, would mean that BioSante’s securities remain listed at least until the panel renders its decision.
In the meantime, to address the bid price deficiency, the Company intends to hold, as soon as practicable, a special meeting of its stockholders to approve a reverse split of its common stock, among other matters. The purpose would be to increase the per share market price for the common stock to a level greater than the minimum $4 bid price in order to regain compliance with the NASDAQ Listing Rules.
Important Additional Information for StockholdersThis communication in this press release does not constitute a solicitation of any vote or approval. In connection with the proposed reverse split, BioSante is filing with the SEC a proxy statement, the definitive version of which will be sent to the stockholders of BioSante. Stockholders are urged to read the proxy statement (including any amendments or supplements) and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information about BioSante and the proposed reverse split. Stockholders will be able to obtain free copies of the proxy statement (when available) and other documents filed with the SEC on the SEC’s web site at www.sec.gov. Free copies of the proxy statement (when available) and other documents filed with the SEC also can be obtained by directing a request to BioSante, Attention: Investor Relations, telephone: (218) 634-3500. In addition, stockholders may access copies of the documents filed with the SEC by BioSante on BioSante’s website at www.biosantepharma.com. BioSante and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed reverse stock split. Information regarding BioSante’s directors and executive officers is available in BioSante’s joint proxy statement/prospectus filed with the SEC on May 8, 2013.