Alliqua and Adynxx announce stock-for-stock merger, company will be named Adynxx
Alliqua and Adynxx announced that they have entered into a definitive merger agreement under which the stockholders of Adynxx would become the majority owners of Alliqua's outstanding common stock on a fully-diluted basis. The proposed merger will create a public clinical-stage pharmaceutical company focused on developing a platform of first-in-class, disease-modifying, non-opioid therapies for the treatment of pain. Adynxx's lead product candidate, brivoligide for the reduction of postoperative pain, is intended to provide long-term pain relief and reduced opioid usage with a single administration at the time of surgery in a group of patients with a greater risk of experiencing increased and prolonged pain following surgery. The results of Adynxx's Phase 2 studies conducted in patients undergoing total knee arthroplasty suggest that a single administration of brivoligide prior to surgery can reduce both pain with walking and pain at rest following surgery, shorten the period of time needed to achieve mild postoperative pain and reduce the need for postoperative opioids in subjects that are high scorers on the pain catastrophizing scale, or PCS, all with a favorable safety profile. The clinical profile of brivoligide in high scorers on the PCS will be prospectively evaluated in upcoming Phase 2 clinical studies in total knee arthroplasty and mastectomy. Each trial will involve approximately 130 subjects scoring 16 or greater on the PCS. Both studies are designed to provide guidance for the planned Phase 3 pivotal studies to be initiated after meetings with regulatory authorities. The proposed indication for brivoligide is the treatment of postoperative pain in patients that score 16 or greater on the PCS. The merger is structured as a stock-for-stock transaction whereby all of Adynxx's outstanding shares of common stock and securities convertible into or exercisable for Adynxx's common stock will be converted into Alliqua common stock and securities convertible into or exercisable for Alliqua common stock. Under the exchange ratio formula in the merger agreement, immediately after the merger the former Adynxx securityholders are expected to own approximately 86% of the aggregate number of shares of the Alliqua common stock issued and outstanding following the consummation of the merger and the existing stockholders of Alliqua are expected to own approximately 14% of the aggregate number of shares of the Alliqua common stock issued and outstanding following the consummation of the merger. Under certain circumstances further described in the merger agreement, the exchange ratio may be adjusted in a manner that would reduce the percentage of the aggregate number of post-merger shares of Alliqua common stock held by the existing stockholders of Alliqua. Upon closing of the transaction, Alliqua will be renamed Adynxx and will be headquartered in San Francisco, California under the leadership of Adynxx's current management team. Prior to closing, Alliqua will seek stockholder approval to conduct a reverse split of its outstanding shares to satisfy listing requirements of the Nasdaq Capital Market. The combined company is expected to trade on the Nasdaq Capital Market under a new ticker symbol. The merger agreement has been unanimously approved by the board of directors of each company. The transaction is expected to close by Q1 of 2019, subject to approvals by the stockholders of each company and other customary closing conditions.