DELMAR PHARMACEUTICALS, INC. (NASDAQ:DMPI) Files An 8-K Other Events
On June 10, 2020, DelMar Pharmaceuticals, Inc. (the Company or DelMar) announced the entry into an Agreement and Plan of Merger and Reorganization between the Company, Adgero Acquisition Corp., a wholly-owned subsidiary of DelMar incorporated in the State of Delaware (Merger Sub), and Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (Adgero), to which Merger Sub will merge with and into Adgero, with Adgero surviving the merger and becoming a direct, wholly-owned subsidiary of DelMar (the Merger). In connection with the Merger, the Company is using the investor presentation attached hereto as Exhibit 99.1 to describe the proposed Merger.
This Current Report on Form 8-K and the presentation attached hereto as Exhibit 99.1 contain forward-looking statements based upon DelMars and Adgeros current expectations. This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by terminology such as may, should, expects, plans, anticipates, could, intends, target, projects, contemplates, believes, estimates, predicts, potential or continue or the negative of these terms or other similar words. These statements are only predictions. DelMar and Adgero have based these forward-looking statements largely on their then-current expectations and projections about future events, as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of DelMars and Adgeros control, and actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors relating to the consummation of the Merger, including but not limited to: (i) risks associated with DelMars and Adgeros ability to obtain the stockholder approval required to consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, (iv) unanticipated difficulties or expenditures relating to the proposed Merger, the response of business partners and competitors to the announcement of the proposed Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger; (v) whether the combined business of Adgero and DelMar will be successful, and (vi) those risks detailed in DelMars most recent Annual Report on Form 10-K, the registration statement on Form S-4 related to the proposed Merger with Adgero and subsequent reports filed with the SEC, as well as other documents that may be filed by DelMar from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither DelMar nor Adgero can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, DelMar and Adgero undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement.
Additional Information and Where to Find It
This presentation is for informational purposes only and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This presentation relates to the proposed Merger of DelMar and Adgero. In connection with the proposed Merger, DelMar has filed a registration statement on Form S-4, which includes a document that serves as a prospectus and proxy statement of DelMar (the proxy statement/prospectus), and DelMar will file other documents regarding the proposed Merger transaction with the U.S. Securities and Exchange Commission (the SEC). No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE PROPOSED MERGER. A definitive proxy statement/prospectus will be sent to DelMars stockholders. Investors and security holders will be able to obtain these documents (when available) free of charge from the SECs website at www.sec.gov. The documents filed by DelMar with the SEC may also be obtained free of charge from DelMar by requesting them by mail at DelMar Pharmaceuticals, Inc., 12707 High Bluff Drive, Suite 200, San Diego, CA 92130.