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TOPIC: SFPH - Sheffield Pharmaceuticals, Inc.

SFPH - Sheffield Pharmaceuticals, Inc. 12 years 5 months ago #1068

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[SFPH - Sheffield Pharmaceuticals, Inc.]
SFPH reverse merger with Pipex Therapeutics, Inc:

On October 31, 2006 (the “Closing Date”), the Registrant entered into a merger agreement (the “Merger Agreement”) by and among Pipex Therapeutics, Inc., a privately owned Delaware corporation (“Pipex”), and Pipex Therapeutics Acquisition Corp, a Delaware corporation and wholly owned subsidiary of the Registrant (“Acquisition Sub”). Acquisition Sub was formed on October 27, 2006 for the purpose of pursuing the merger transaction contemplated by the Merger Agreement (the “Merger”). On October 31, 2006, prior to entry into the Merger Agreement, Pipex purchased 2,426,300 shares of common stock pursuant to a Private Stock Purchase Agreement with Michael Manion, an individual holding a total of 2,766,300 shares of the Registrant’s common stock. A copy of the Stock Purchase Agreement is incorporated herein by reference and is filed as an exhibit to this Form 8-K. Such shares were retired contemporaneous with the Merger so that at the time of the Merger the Registrant had 737,717 shares of common stock issued and outstanding excluding the shares issued to the shareholders of Pipex. Upon closing of the Merger Agreement, Pipex merged with Acquisition Sub with Pipex being the surviving entity. The Merger Agreement was duly considered and approved by the board of directors of the Registrant as well as the board of directors and majority stockholders of Pipex. A copy of the Merger Agreement is incorporated herein by reference and is filed as an exhibit to this Form 8-K.


SEC 8K filing
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