Filed by Seneca Biopharma, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as
amended and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Seneca Biopharma, Inc.
(Commission File No. 001-33672)
The following email was sent to certain stockholders of Seneca Biopharma, Inc. commencing on April 13, 2021
Dear Seneca Stockholder,
As you probably know, at the April 9, 2021 virtual Special Meeting of stockholders, Seneca stockholders approved five out of six proposals relating to the proposed merger with our company, Leading BioSciences, Inc. (“LBS”). With respect to reverse stock split proposal #1, although a majority of the votes approved the proposal, as a result of the higher voting threshold, it did not pass. Proposal #1 is required to meet the Nasdaq listing requirements for the combined company. We believe that such Nasdaq listing is in the best interest of all the combined company’s shareholders. Accordingly, after consulting with Seneca, the virtual Special Meeting of stockholders was adjourned until 11:00 a.m. Eastern Time on April 23, 2021 with respect to Proposal #1 to allow Seneca and LBS to solicit additional votes.
Both Seneca and LBS are asking your support in approving Proposal #1. As the CFO of LBS, I would like to ask for your “FOR” vote on Proposal #1, the reverse stock split, in order to meet the Nasdaq initial listing requirement for the combined company, Palisade Bio.
To provide stockholders information regarding the proposal, the following videos have been recorded by Tom Hallam, our CEO.
https://youtu.be/ge5xRj_aLV8
https://youtu.be/tSXRT_-yaJQ
If you have any questions, please email us at InvestorRelations@leadingbiosciences.com. Tom Hallam or I would be happy to set up a time to speak with you. Or you can vote directly by calling 855-682-2019, or online at www.proxyvote.com by entering your control numbers. It only takes a few moments to vote. Due to the required voting threshold, not voting is effectively a vote against the proposal.
We really appreciate your help in voting to approve Proposal #1.
Thank you,
JD Finley
Chief Financial Officer
Leading BioSciences, Inc.
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 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 investor@senecabio.com. 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, 2020, filed with the SEC on March 22, 2021, 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 communication 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 filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 22, 2021, and the registration statement, proxy statement, and prospectus filed with the SEC on February 9, 2021. Except as required by applicable law, we do not assume any obligation to update any forward-looking statements.
