BioSante Pharmaceuticals Receives NASDAQ Delisting Determination Letter

  BioSante Pharmaceuticals Receives NASDAQ Delisting Determination Letter

Bid Price for Common Stock is lower than Required Minimum Price due to “Change
                              in Control” Merger

    BioSante intends to effect a Reverse Stock Split to Regain Compliance

Business Wire

BAUDETTE, Minn. -- June 21, 2013

BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) announced today that on June 20,
2013, it received a letter from NASDAQ informing BioSante that, since the
merger with ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. (ANI)
constituted a business combination resulting in a change of control under
Listing Rule 5110(a), BioSante was required to meet the initial listing
criteria for the NASDAQ Global Market. The letter continued that, since
BioSante did not meet the minimum $4 bid price requirement for initial
listings under Listing Rule 5405(a)(1), NASDAQ had determined to delist
BioSante’s securities, and that BioSante could appeal this determination.

As part of its preparations for the merger, BioSante anticipated the delisting
letter and intends to appeal the determination and request a hearing before
the NASDAQ Hearings Panel. This hearing request, if made within the required
timeframe, would mean that BioSante’s securities remain listed at least until
the panel renders its decision.

In the meantime, to address the bid price deficiency, the Company intends to
hold, as soon as practicable, a special meeting of its stockholders to approve
a reverse split of its common stock, among other matters. The purpose would be
to increase the per share market price for the common stock to a level greater
than the minimum $4 bid price in order to regain compliance with the NASDAQ
Listing Rules.

Important Additional Information for Stockholders

This communication in this press release does not constitute a solicitation of
any vote or approval. In connection with the proposed reverse split, BioSante
is filing with the SEC a proxy statement, the definitive version of which will
be sent to the stockholders of BioSante. Stockholders are urged to read the
proxy statement (including any amendments or supplements) and other documents
filed with the SEC carefully in their entirety when they become available
because they will contain important information about BioSante and the
proposed reverse split.

Stockholders will be able to obtain free copies of the proxy statement (when
available) and other documents filed with the SEC on the SEC’s web site at
www.sec.gov. Free copies of the proxy statement (when available) and other
documents filed with the SEC also can be obtained by directing a request to
BioSante, Attention: Investor Relations, telephone: (218) 634-3500. In
addition, stockholders may access copies of the documents filed with the SEC
by BioSante on BioSante’s website at www.biosantepharma.com.

BioSante and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect of the
proposed reverse stock split. Information regarding BioSante’s directors and
executive officers is available in BioSante’s joint proxy statement/prospectus
filed with the SEC on May 8, 2013.

About BioSante and ANI

BioSante is an integrated specialty branded and generic pharmaceutical company
developing, manufacturing, and marketing branded and generic prescription
pharmaceuticals through its wholly-owned subsidiary, ANI. In two facilities
with combined manufacturing, packaging and laboratory capacity totaling
173,000 square feet, ANI manufactures oral solid dose products, as well as
liquids and topicals, including narcotics and those that must be manufactured
in a fully contained environment due to their potency and/or toxicity. ANI
also performs contract manufacturing for other pharmaceutical companies. Over
the last two years ANI has launched three new products and has eleven products
in development. ANI’s targeted areas of product development include narcotics,
anti-cancers and hormones (potent compounds), and extended release niche
generic product opportunities. BioSante’s other products include an
FDA-approved testosterone gel for male hypogonadism, which is licensed to Teva
Pharmaceuticals USA, Inc. For more information please visit our websites,
www.biosantepharma.com and www.anipharmaceuticals.com.

Forward-Looking Statements

To the extent any statements made in this release deal with information that
is not historical, these are forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements about the potential benefits of the merger, the
combined company’s plans, objectives, expectations and intentions with respect
to future operations and products, its anticipated financial position,
operating results and growth prospects and other statements that are not
historical in nature, particularly those that utilize terminology such as
“anticipates,” “will,” “expects,” “plans,” “potential,” “future,” “believes,”
“intends,” “continue,” “should,” “estimates,” other words of similar meaning,
derivations of such words and the use of future dates. Forward-looking
statements by their nature address matters that are, to different degrees,
uncertain. Uncertainties and risks may cause actual results to be materially
different than those expressed in or implied by such forward-looking
statements. Particular uncertainties and risks include, among others, the risk
that BioSante’s stockholders may not approve the reverse split, that the
reverse split will not result in a sustained increase in the per share market
price for the common stock for the minimum period necessary to permit BioSante
to comply with the minimum bid price requirement, or that the NASDAQ Hearings
Panel may not grant the Company's request for initial listing. Any of these
events could cause Biosante’s common stock to be delisted from the NASDAQ
Global Market. Uncertainties and risks also include, among others, the failure
to realize the anticipated benefits from the merger or delay in realization
thereof; the businesses of BioSante and ANI may not be combined successfully,
or such combination may take longer, be more difficult, time-consuming or
costly to accomplish than expected; operating costs and business disruption
following the merger, including adverse effects on employee retention and on
business relationships with third parties; the risk that the combined company
will need the incremental cash resulting from the merger for day-to-day
operations, reducing the amount available for product development efforts and
potential acquisitions; the risk that royalty payments from sales of the
company’s FDA-approved testosterone gel product will be lower than expected;
the risk that the CVRs may not result in future payments to the holders
thereof; general business and economic conditions; the combined company’s need
for and ability to obtain additional financing; the difficulty of developing
pharmaceutical products, obtaining regulatory and other approvals and
achieving market acceptance; and the marketing success of the combined
company’s licensees or sublicensees. More detailed information on these and
additional factors that could affect the combined company’s actual results are
described in BioSante’s filings with the Securities and Exchange Commission,
including its most recent annual report on Form 10-K and quarterly report on
Form 10-Q, as well as BioSante’s joint proxy statement/prospectus, filed with
the Securities and Exchange Commission on May 8, 2013. All forward-looking
statements in this news release speak only as of the date of this news release
and are based on the combined company’s current beliefs and expectations. The
combined company undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise.

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Contact:

For more information about BioSante and ANI, please contact:
Arthur S. Przybyl
(218) 634-3608
aprzybyl@biosantepharma.com
 
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