Under the terms of the merger, which is a stock-for-stock merger intended to qualify as a tax-free reorganization, all outstanding shares of Cornerstone BioPharma’s common stock were converted into and exchanged for the right to receive shares of Critical Therapeutics’s common stock, and all outstanding Cornerstone BioPharma options and warrants were assumed by Critical Therapeutics and became options and warrants to acquire Critical Therapeutics’s common stock.
Immediately prior to the consummation of the merger, Critical Therapeutics effected a 10 to one reverse stock split of its common stock. As a result of the reverse stock split and the merger, Cornerstone BioPharma’s and Critical Therapeutics’s stockholders now own approximately 70 and 30% of the combined company’s common stock, respectively, after giving effect to shares issuable under outstanding Cornerstone options and warrants, but excluding shares issuable under outstanding Critical Therapeutics options and warrants.
The combined company has been renamed Cornerstone Therapeutics Inc and will continue to trade on The NASDAQ capital market under the ticker symbol ‘CRTX’.
Craig Collard, president and CEO of Cornerstone BioPharma, will be president and CEO of the combined company. Brian Dickson, chief medical officer of Cornerstone BioPharma, will be the chief medical officer of the combined company.
Mr Collard said: “We are pleased to complete our merger with Critical Therapeutics and begin executing on our business plan. Both companies come off strong third quarter results, and we believe the growth prospects for the combined company are significant.”