Immune Provides a Compliance Plan to Nasdaq First North to Satisfy EU Market Abuse Regulations and the First North Rulebook
Englewood Cliffs, New Jersey, USA - November 13, 2017 - Immune Pharmaceuticals Inc. (the "Company") has provided a compliance plan (the "Compliance Plan") to Nasdaq First North (the "Exchange") to satisfy EU Market Abuse Regulations ("MAR"), which applies to companies with securities admitted to trading in the EU, and applicable admission requirements as set out in First North Nordic Rulebook (the "Rulebook").
MAR sets out a standardized pan-EU regime dealing with market abuse, market manipulation and insider dealing. It prescribes rules relating to, inter alia, the disclosure of inside information, the maintenance of insider lists and dealings in securities by persons discharging managerial responsibility with the aim of enhancing market integrity and investor protection. The Company has failed to disclose inside information on a timely basis as required by MAR. In addition to its failure to satisfy MAR, the Company has not fully satisfied certain admission and information requirements as set out in the Rulebook (relating to having an organization in place to ensure compliance with the requirements regarding disclosure of information to the market and the disclosure of financial information).
Trading in the Company's ordinary shares listed on Nasdaq First North has been halted since October 19, 2017. On October 20, 2017, the Exchange gave the Company's ordinary shares that are listed on Nasdaq First North observation status. On November 7, 2017, the Company presented its Compliance Plan to Nasdaq Stockholm Surveillance. On November 10, 2017, the Exchange informed the Company that it reviewed the Compliance Plan and accompanying statement provided by the Company and that the Exchange has initiated a process for referral of the matter to the Disciplinary Committee of the Exchange for a decision on appropriate sanctions which ultimately could result in a decision to remove the Company's ordinary shares from admission to trading on the Exchange and/or a penalty fee for the Company.
The Company's plan to ensure future compliance with MAR and the Rulebook may be summarized as follows:
- Reorganize its finance and investor relations departments as well as taking other organizational steps;
- Form a Disclosure Committee to review and consider the materiality of information and to ensure disclosure of material inside information on a timely basis; and
- Dedicate proceeds from the recent Offering to engagement of necessary advisors to assist the Company in satisfying MAR and Exchange obligations, including retention of a CA at all times, local Swedish counsel and a local investor relations firm to ensure simultaneous disclosure of material information to all market participants on a timely basis.
Establishment of Disclosure Committee
The Company has formed a Disclosure Committee to review and consider the materiality of information to determine disclosure obligations and to ensure disclosure of material information on a timely basis.
Currently, the Disclosure Committee consists of the Chief Medical Officer, Controller and Assistant Controller.
Goals of the Disclosure Committee
The primary goals of the Disclosure Committee are to:
- Assist the Chief Executive Officer in the design, implementation and evaluation of disclosure controls and procedures that will enhance the Company's ability to provide timely and accurate disclosure of material information to our stockholders as both a matter of good corporate practice and pursuant to Securities and Exchange Commission, Nasdaq (US and First North) and other regulatory requirements;
- Ensure that all market participants (e.g., US and Sweden) have simultaneous access to any inside information about the Company as soon as possible, except where it is in the Company's legitimate interests for disclosure to be delayed;
- Resolve questions about the materiality of a development or other information in light of these disclosure obligations, determine need for any delay (only in extraordinary circumstances) with input from outside advisors if necessary;
- Ensure disclosure of the report of annual earnings figures and quarterly and half-yearly reports in accordance with SEC and Nasdaq First North requirements;
- Develop procedures for maintaining the Company's website in accordance with SEC and Nasdaq First North requirements; and
- Develop procedures for ensuring adequate communication to the Company's CA.
The members of the Disclosure Committee shall participate in the review of press releases, material contracts and financial reports, and when applicable, advise the CEO regarding the need to prepare and file or publish the document, with input from outside advisors if necessary.
This is information which Immune Pharmaceuticals Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the contact person set out above, at 16:30 CET on November 13, 2017.
Immune Pharmaceuticals Inc. is listed at Nasdaq First North Stockholm. Erik Penser Bank is the Company's Certified Adviser.
About Immune Pharmaceuticals Inc. Immune Pharmaceuticals is a biopharmaceutical company developing novel therapeutic agents for the treatment of immunologic and inflammatory diseases. Immune's lead program, bertilimumab, is a first- in-class, fully human monoclonal antibody that targets and lowers levels of eotaxin-1, a chemokine that plays a role in immune responses and attracts eosinophils to the site of inflammation. By neutralizing eotaxin-1, bertilimumab may prevent the migration of eosinophils and other cells, thus helping to relieve associated inflammatory conditions. Currently, Immune is conducting two phase 2 clinical trials to test bertilimumab in patients suffering from bullous pemphigoid and ulcerative colitis, respectively. Bertilimumab may have application in other diseases, including atopic dermatitis, immune and inflammatory hepatitis, and asthma.
Safe Harbor Statements Regarding Forward Looking Statements
The statements in this news release made by representatives of Immune relating to matters that are not historical facts, including without limitation, those regarding future performance or financial results, the timing or potential outcomes of research collaborations or clinical trials, any market that might develop for any of Immune's product candidates and the sufficiency of Immune's cash and other capital resources, the continued development by Immune of bertilimumab or its determination to seek Orphan Drug designation for the pharmaceutical product of bertilimumab are forward-looking statements that involve risks and uncertainties, including, but not limited to, the likelihood that actual performance or results could materially differ, that future research will prove successful, the likelihood that any product in the research pipeline will receive regulatory approval in the United States or abroad, or Immune's ability to fund such efforts with or without partners. Immune undertakes no obligation to update any of these statements. In addition, there can be no assurance that Immune will successfully complete its anticipated corporate restructuring, or that Immune will be able to reduce expenses, capitalize on strategic alternatives, develop its assets, and generate value for shareholders. Immune may, at any time and for any reason until the proposed spin-off is complete, abandon the spin-off or modify its terms and conditions, or consider competing, alternate or complimentary transactions or offers by third parties at the discretion of Immune's board of directors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Accordingly, any forward-looking statements should be read in conjunction with the additional risks and uncertainties detailed in Immune's filings with the Securities and Exchange Commission, including those discussed in Immune's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and periodic reports filed on Form 8-K.
SOURCE Immune Pharmaceuticals Inc.
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