June 13, 2017
Special Meeting of OncoGenex Stockholders to Vote on Proposed Merger Scheduled for August 1, 2017
MILL VALLEY, Calif., BOTHELL, Wash. and VANCOUVER, British Columbia, June 13, 2017 /CNW/ — Achieve Life Sciences, Inc. (Achieve) and OncoGenex Pharmaceuticals, Inc. (NASDAQ: OGXI) (OncoGenex) today announced that the Registration Statement on Form S-4 has been declared effective by the Securities and Exchange Commission (“SEC”) on June 13, 2017.
The special meeting of the OGXI stockholders will be held on August 1, 2017, at 9 a.m. PT at 1191 Second Avenue, Floor 10, Seattle, Washington, 98101.
OncoGenex will ask its stockholders to approve the merger with Achieve and the issuance of OncoGenex common stock in the merger pursuant to the merger agreement. Stockholders will be asked to approve an amendment to the OncoGenex certificate of incorporation to effect a reverse stock split of OncoGenex common stock, at a ratio not to exceed 1-for-20, with such specific ratio to be determined by OncoGenex’s board directors, in consultation with Achieve’s board of directors. OncoGenex’s board of directors intends to set the specific ratio at the lowest ratio required to meet the minimum bid price requirements of the NASDAQ Capital Market.
Additionally, approval will be sought for an amendment to the OncoGenex certificate of incorporation to change the OncoGenex corporate name to “Achieve Life Sciences, Inc.”. OncoGenex is also asking its stockholders to approve an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the other three proposals.
OncoGenex stockholders of record as of the close of business on June 13, 2017, are entitled to vote at the meeting and will receive the final proxy statement/prospectus/information statement, which will be mailed to stockholders beginning June 19, 2017.
The final proxy statement/prospectus/information statement contains important information about the proposed merger, the merger agreement and the proposals to be considered at the special meeting and is available on the investor relations page of the OncoGenex website http://ir.oncogenex.com.
About Achieve and Cytisine
Achieve is developing cytisine as a smoking cessation aid. Cytisine is a plant-based alkaloid with a high binding affinity to the nicotinic acetylcholine receptor. It is an established smoking cessation treatment that has been approved and marketed in Central and Eastern Europe for more than 15 years. It is estimated that over 20 million people have used cytisine to help combat nicotine addiction, including approximately 2,000 patients in Phase 3 clinical trials conducted in Europe and New Zealand. Achieve’s focus is to address the global smoking health epidemic, which is currently the leading cause of preventable death and is responsible for nearly six million people losing their lives annually worldwide. Discussions have been held with FDA and a European regulatory agency to determine the clinical and regulatory pathway towards making cytisine widely available.
Important Additional Information about the Proposed Merger
This communication is being made in respect of the proposed merger involving OncoGenex Pharmaceuticals, Inc. and Achieve Life Science, Inc. OncoGenex filed a registration statement on Form S-4 (File No. 333-216961) with the SEC, which contains a proxy statement/prospectus/information statement, a