Combined company, to be named Palisade Bio, will be well-positioned to leverage its compelling therapeutics pipeline, strong cash position, and accomplished management and Board to maximize stockholder value
Seneca stockholders are urged to vote in support of each proposal presented at Seneca’s Special Meeting on April 9, 2021, including approval of a reverse stock split
CARLSBAD, Calif., March 31, 2021 — Leading BioSciences, Inc. (“LBS”), a late-stage biopharma company advancing therapies for acute and chronic gastrointestinal (GI) complications, strongly encourages Seneca Biopharma, Inc. (Nasdaq: SNCA) (“Seneca”) stockholders to vote in support of the proposed merger at Seneca’s upcoming Special Meeting scheduled for Friday, April 9, 2021, at 11:00 a.m. (Eastern Time), which will be held virtually at www.virtualshareholdermeeting.com/SNCA2021SM.
“We urge all Seneca stockholders to vote on the proposed merger between Seneca and LBS. We believe the transaction presents existing Seneca stockholders with a compelling opportunity to maximize the value of their investment by participating in the potential growth of the combined company, which is to be named Palisade Bio,” said Tom M. Hallam, Ph.D., chief executive officer of Leading BioSciences. “The combined company will be well-positioned to leverage LBS’s pipeline of novel therapeutics for post-surgical GI complications, including LBS’s lead asset, LB1148, that has demonstrated efficacy signals in three clinical trials with a clear path to regulatory approval. LBS’s cash position will enable the combined company to build on its clinical progress to maximize value for stockholders. In consideration of this strategic transaction, LBS, Seneca, and a leading proxy advisory firm, ISS, all recommend Seneca stockholders vote in support of the proposed merger. It is important to note that completion of the merger requires stockholders to vote in support of both proposal #1, which is the proposed reverse stock split, a prerequisite to close the merger and ensure Palisade Bio meets its NASDAQ’s listing requirements, as well as proposal #2.”
Reasons to Vote “FOR” the Proposed Merger
Post-merger combined company will be well-positioned to pursue LBS’s pipeline of novel therapeutics
The combined company, to be named Palisade Bio, will be led by LBS’s proven management team with broad pharmaceutical and regulatory expertise. LBS’s late clinical-stage lead asset, LB1148, has demonstrated efficacy signals for three readouts in multiple indications with large addressable markets. The FDA has granted LB1148 Fast Track Designation based on its potential to treat serious conditions and fill unmet medical needs, positioning LB1148 for potential accelerated approval and priority review. Phase 3 clinical trials are scheduled to commence in 2021 with multiple potentially value-creating clinical data readouts over the following 12 to 18 months. Further, LBS plans to expand its pipeline of innovative candidates with its integrated discovery and development platform to diversify the company’s risk profile and create the potential for multiple shots on goal. Altium Capital has committed to investing $20 million in conjunction with the closing of the merger, ensuring Palisade Bio will be well-funded to advance its pipeline.
Merger provides a compelling value proposition for Seneca’s stockholders
Completion of the transaction is a strategic opportunity to maximize value for Seneca stockholders. Following the completion of the merger, Seneca stockholders will own approximately 26% of the combined company, Palisade Bio. Further, Seneca has negotiated a Contingent Value Right (CVR) that preserves the ability of its stockholders, and certain of its warrant holders, to potentially recognize additional value if any of Seneca’s legacy assets are sold or licensed within 18 months of the merger closing. The CVR would entitle Seneca stockholders to 80% of the monetization of the company’s assets. However, only upon completion of the merger will the CVR be issued to Seneca stockholders of record as of the record date. If the merger is not completed, the CVR will not be created and Seneca stockholders will not receive one. If the merger is completed, Seneca will announce the timing and protocol for receiving the CVR.
Each of your votes matters and is important no matter how many shares you own
Seneca stockholders as of the close of business on February 9, 2021, the record date for the Special Meeting, are eligible to vote and attend the virtual Special Meeting. LBS, Altium Capital, and Seneca’s board of directors remain fully supportive of the proposed merger and strongly recommend that Seneca stockholders vote “FOR” each of the proposals at the Special Meeting. The proposed transaction has also been endorsed by a leading proxy advisory firm, Institutional Shareholder Services (ISS). LBS stockholder approval for the merger has already been completed by an overwhelming majority. To successfully close the merger, Seneca stockholder approval for proposal #2 is needed by a majority of voted shares as well as approval for proposal #1, the reverse stock split, by a majority of total outstanding shares. Approval of the reverse stock split is necessary to ensure that the combined company, Palisade Bio, meets NASDAQ’s listing requirements.
How to Vote
Stockholders who need assistance in submitting their proxy or voting their shares should call Seneca’s proxy solicitor, Kingsdale Advisors toll-free at 1-855-682-2019 or collect at 1-416-867-2272 and one of their agents would be happy to help you vote over the phone.
About Leading BioSciences, Inc.
LBS is developing novel therapeutics designed to improve human health through therapeutic protection of the gastrointestinal (GI) mucosal barrier. LBS’s initial focus is combatting the interruption of GI function (ileus) following major surgery in order to reduce recovery times and shorten the duration of patient hospital stays. Additionally, LBS believes that its investigational therapies have the potential to prevent the formation of postoperative adhesions (reducing hospital re-admissions and additional surgeries), as well as to address the myriad health conditions and complications associated with chronic disruption of the GI mucosal barrier.
About Seneca Biopharma, Inc.
Seneca Biopharma, Inc., is a clinical-stage biopharmaceutical company developing novel treatments for diseases of high unmet medical need. On December 17, 2020, Seneca announced that it had entered into a definitive Merger Agreement with Leading BioSciences, Inc. (LBS), a privately held company focused on developing novel therapeutics to improve human health through therapeutic protection of the gastrointestinal mucosal barrier. Pursuant to the Merger Agreement, Seneca is seeking to sell off its rights to NSI-566. Upon completion of the merger, the company is expected to operate under the name Palisade Bio, Inc. and trade on the Nasdaq Capital Market under the ticker symbol PALI.
No Offer or Solicitation
This communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transactions between LBS and Seneca, Seneca filed a registration statement on Form S-4 that contained a proxy statement and prospectus with the Securities Exchange Commission (“SEC”) on December 23, 2020. The registration statement was declared effective on February 11, 2021 and the proxy statement was mailed to the Seneca stockholders on or about February 12, 2021. This communication is not a substitute for the registration statement or the proxy statement or any other documents that Seneca may file with the SEC or send to its stockholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING DECISION, SENECA URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS, THE REGISTRATION STATEMENT, PROXY STATEMENT, AND PROSPECTUS, AS MAY BE AMENDED, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SENECA, THE PROPOSED TRANSACTION AND RELATED MATTERS.
You may obtain free copies of the registration statement, proxy statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC at www.sec.gov. The registration statement and proxy statement are available free of charge on Seneca’s website at www.senecabio.com, by contacting Seneca’s Investor Relations by phone at (301) 366-4960, or by electronic mail at firstname.lastname@example.org. Investors and stockholders are urged to read the registration statement, proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
Seneca and LBS, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Seneca’s directors and executive officers is included in Seneca’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 27, 2020, the registration statement, proxy statement, and prospectus filed with the SEC on February 9, 2021. These documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward Looking Information:
This news release contains “forward-looking statements” made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Seneca’s periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Reports on Form 10-Q as well as and in other reports filed with the SEC. Except as required by applicable law, we do not assume any obligation to update any forward-looking statements.