In the last week of December, Galena Biopharma Inc (NASDAQ:GALE) reported that its stockholders permitted nine proposals at the resumed Special Meeting of Stockholders on December 29, 2017, including all plans required to permit the business combination deal in which the businesses of Sellas Life Sciences Group Inc (NASDAQ:SLS) and Galena, are anticipated to be combined. One proposal, pertaining approval of an adjustment to Galena’s Certificate of Incorporation to enable the Galena board to approve amendments to its bylaws, was not passed. The failure of stockholders to permit this proposal has no impact on the deal.
Stockholders approved an adjustment to the Galena Amended and Reiterated Certificate of Incorporation to institute a reverse stock split of the released shares of Galena Biopharma, at a ratio of not greater than 1-for-30 and not less than 1-for-10, with the precise ratio and effective time to be determined by the board of Galena and agreed upon by Sellas Life Sciences and publicly reported by press release.
Galena’s Board has decided, and SELLAS has agreed, to perform the reverse stock split at a ratio of 1‑for-30. Hence, every 30 shares of company issued and due or held by company in treasury just prior to the effective time of the planned reverse stock split process will inevitably be reclassified into a single fully paid and non-assessable share of GALE at the effective time, which was decided to be December 29, 2017. Depending on the closure of customary closing conditions, the deal is projected to close soon after the implementation of the reverse stock split.
Considering closing of the Merger and effectiveness of the intended reverse stock split, the common stock of the merged firm, which will be known as SELLAS Life Sciences Group, Inc., will start trading on the NASDAQ platform on January 2, 2018.
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