David Marguglio: Thank you very much, Eboo. As we mentioned at the start of the call, we intend to file a proxy statement that will provide investors with additional information concerning the proposed merger transaction with DMK. We would expect the transaction to close before the end of the second quarter of 2023, subject to, among other things, the timing of filing the preliminary and definitive proxy statement with the SEC, approval by our shareholders and either the satisfaction or waiver of other customary closing conditions. When the definitive proxy statement is available, I would urge all Adamis shareholders to review the proxy in its entirety and direct any questions to either our proxy solicitor, Investor Relations group or the company directly at info@adamispharma.com.
Now we will begin the Q&A session. As we’ve done on prior calls, we will focus on a few of the questions that have been coming in most frequently from investors. Let me hand it back to you, Robert.
A – Robert Uhl: Thank you, David. Let me go to the first question. When would you expect the merger to close?
David Marguglio: Well, the timing of the steps I described earlier is not finalized as it depends, in part, on the participation of third-parties. But of course, the company will endeavor to complete the transaction and regain compliance with NASDAQ listing requirements before the June 26 deadline to maintain our listing.
Robert Uhl: What percentage of the new company will be owned by Adamis stockholders?
David Marguglio: The formulation that will determine that will be well described in the proxy statement. But generally speaking, it depends on the Adamis stock price prior to the merger. However, Adamis stockholders, before the closing of the transaction, will own at least a majority of the outstanding common stock and voting power of the combined company after the merger.
Robert Uhl: Is the merger with DMK dependent on Adamis shareholders voting for a reverse stock split? And is there a path forward without a reverse split?
David Marguglio: Well, this will be covered in a significant discussion in the forthcoming proxy statement. But the response that I can give you today, based in reality, is no. There is no way to close the merger, no way to remain listed on NASDAQ. And I don’t believe any way for us to raise future equity capital to continue operating as a viable ongoing entity without affecting a reverse split.
Robert Uhl: What is the timing for the relaunch of SYMJEPI?
David Marguglio: On prior calls, I described some of the problems at our Catalent Belgium facility and their inability to manufacture at the site generally and SYMJEPI specifically. In the fourth quarter of 2022, we were convinced that those problems have been resolved and manufacturing began on the first batch of SYMJEPI since the recall. Unfortunately, we have not seen any data from Catalent that would permit us to release this latest batch. While we are committed to returning SYMJEPI to the market, we will not do so until we are satisfied that sufficient corrective actions have been implemented to avoid a repeat of the circumstances which led to the voluntary recall. We are evaluating a range of options to restore SYMJEPI production, including an assessment of our suppliers. However, at this time, it seems unlikely that this will be completed in order to enable a relaunch during the first half of this year.
Robert Uhl: What is the status of Tempol?
David Marguglio: As we announced in November, further development of Tempol has been halted. We do not anticipate that Tempol will be a part of the company’s future development activities.
Robert Uhl: As part of the strategic review process led by Raymond James, did the Board consider offers for an outright sale of the company?
