LAS VEGAS, March 26, 2018 (GLOBE NEWSWIRE) -- via NetworkWire - Skinvisible, Inc. (“Skinvisible”) (OTCQB:SKVI), is pleased to announce the signing of a merger agreement with Quoin Pharmaceuticals, Inc. (“Quoin”) subject to tax, accounting, legal, regulatory, and other considerations, including both SEC and Skinvisible shareholder approval. The merger proposal specifies that privately-held Quoin Pharmaceuticals, Inc. will merge into a wholly-owned subsidiary of Skinvisible. Post-merger, Quoin shareholders will own approximately 72.5% of the outstanding shares and Skinvisible shareholders will retain approximately 27.5% of the outstanding shares, prior to the effect of required financings and conversion of a certain portion of Skinvisible’s debt. Skinvisible’s Board of Directors has unanimously approved the merger agreement and recommends that all Skinvisible shareholders vote in favor of the transaction.
“We believe the proposed merger with Quoin Pharmaceuticals is in the best interest of Skinvisible shareholders,” said Terry Howlett, President of Skinvisible. “The experienced Quoin leadership team coupled with the significant unmet medical needs they are targeting makes a powerful combination that could offer significant potential value to shareholders. We look forward to building a new future for Skinvisible with Quoin that will bring innovative medical products to the market and maximize shareholder value.
“We are very pleased to announce this exciting milestone for Quoin. We believe that the combination of our proprietary drug delivery platform with Skinvisible’s fully patented technology will pave the way for the development of highly differentiated products with broad IP protection,” said Dr. Michael Myers, Chairman and CEO of Quoin Pharmaceuticals.
The combined company plans to focus initially on major societal problems that result in the death of over 135 people in the US every day, the US opioid epidemic and the military veteran suicide crisis, by developing treatments that target these major unmet medical needs using Quoin’s differentiated product portfolio.
Skinvisible is currently quoted on the OTCQB, operated by OTC Markets Group Inc., under the ticker symbol SKVI. Upon closing of the merger, Skinvisible will be renamed Quoin Pharmaceuticals and the company’s symbol will be changed to something that more resembles the new name. The transaction is subject to customary closing conditions, including the receipt of Skinvisible shareholder approval and certain other conditions, and is expected to close by the end of the second quarter of 2018.
About Skinvisible Pharmaceuticals, Inc.
Skinvisible Pharmaceuticals is a research and development company that licenses its proprietary formulations made with Invisicare®, its patented polymer delivery system that offers life-cycle management and unique enhancements for topically delivered products. Invisicare holds active ingredients on the skin for extended periods of time, allowing for the controlled release of actives. For more information, visit www.skinvisible.com or www.invisicare.com
About Quoin Pharmaceuticals, Inc.
Quoin Pharmaceuticals is a specialty pharmaceutical company dedicated to developing products that help address major societal issues including the opioid epidemic and the military veteran suicide rate. Quoin’s two lead products are expected to be different applications of a single NMDA receptor antagonist delivered transdermally. QRX001 is a single use transdermal patch designed to provide up to 72 hours of effective post-operative analgesia whilst significantly reducing opioid consumption. Quoin intends to apply for Fast Track status for QNRX001. The company’s second product, QRX002 is a once-daily transdermal for the treatment of military related PTSD with suicidal ideation. Quoin believes QRX002 could be the first product approved to treat this major unmet medical need and could be a candidate for both Orphan Drug and Breakthrough Therapy Status. Quoin expects to commence development activities with respect to each of these products and to generate Phase 2 data in 2018.
Important Additional Information to be Filed with the SEC.
In connection with the proposed transaction between Skinvisible and Quoin, Skinvisible will file a proxy statement with the SEC. Skinvisible encourages its shareholders to read these materials for important information about Skinvisible, the proposed transaction, and related matters. Shareholders will be able to obtain free copies of the proxy statement and other documents filed by Skinvisible with the SEC at www.sec.gov.
Skinvisible, and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Skinvisible’s shareholders with respect to the transactions contemplated by the merger agreement. Information regarding Skinvisible’s directors and executive officers, including their ownership of the Skinvisible’s securities, is contained in Skinvisible’s Annual Report on Form 10-K for the year ended December 31, 2017, which are filed with the SEC. Investors and security holders may obtain additional information regarding the direct and indirect interests of the Company and its directors and executive officers in the proposed transaction by reading the proxy statement and other public filings referred to above.
Forward-Looking Statements: This press release contains 'forward looking' statements within the meaning of Section 21A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby including with respect to the possible development of any such products, the acceptance of any such products in the market place, the size of any such markets, the ability of any product candidates to be approved by the U.S. Food and Drug Administration among others. Such statements involve certain risks and uncertainties associated with an emerging company. Actual results could differ materially from those projected in the forward-looking statements as a result of risk factors discussed in Skinvisible, Inc. reports on file with the U.S. Securities and Exchange Commission (including, but not limited to, a report on Form 10K for the period ending December 31, 2017). Neither party is obligated to consummate the merger and either party may terminate discussions at any time. No assurances can be given that the parties will reach agreement, that a Merger Agreement will be signed or, that once it is signed, that the closing conditions will be satisfied and the proposed merger will close.
Contact:
Doreen McMorran, Skinvisible Inc.
info@skinvisible.com
PH: 702-433-7154 x 7
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