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Press Release

Arno Therapeutics Announces Plans to Dissolve

Arno Therapeutics,Inc.
Posted on: 22 Dec 17

Arno Therapeutics, Inc. (ARNI), a biopharmaceutical company, today announced that it has sold substantially all of its remaining assets and will be dissolving by the end of this year. Its last remaining assets were the rights to Onapristone, which it recently sold to Context Biopharma, Inc. pursuant to the terms of an asset purchase agreement. The proceeds from the sale of Onapristone will be used to satisfy Arno’s outstanding liabilities and there are not expected be any assets remaining thereafter.

The sale of the Onapristone assets was part of a plan of liquidation and dissolution approved by both the board of directors of Arno and by the holders of approximately 67% of Arno’s outstanding common stock pursuant to a written consent. Prior to the end of 2017, Arno intends to file a certificate of dissolution with the Delaware Secretary of State and to satisfy or otherwise resolve its remaining liabilities from the proceeds from the sale of the Onapristone assets and its remaining cash reserves. The company intends to maintain a small cash reserve to fund wind-down expenses. Context is holding back approximately $0.2 million of the purchase price for a period of six months in order to secure certain indemnification and other obligations of Arno under the purchase agreement. Arno has also agreed that any amount it receives from the $0.2 million held back in the Onapristone asset sale will be paid to its former chief executive officer in satisfaction of severance obligations, which the former CEO agreed to reduce by approximately 20% from the company’s original obligation. Arno expects that the proceeds from the Onapristone transaction will provide the company with sufficient funds to satisfy all of its creditors and to conduct an orderly wind-down of its business. However, Arno does not expect that there will be any assets remaining for distribution to its stockholders.

The decision of the Board of Directors to dissolve the company and liquidate its assets follows the Board’s decision from early in 2017 to cease its Onapristone development program and pursue strategic and other corporate opportunities for its assets. Prior to the Onapristone asset sale, Arno entered into termination agreements with the licensor of its intellectual property relating to its AR-12 and AR-42 product candidates pursuant to which the parties agreed to terminate the related license agreements and release all claims against the other relating to the license agreements.

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. These statements are often, but not always, made through the use of words or phrases such as "anticipates," "expects," "plans," "believes," "intends," and similar words or phrases. These forward-looking statements include, without limitation, statements regarding the timing of the Company’s dissolution and wind-down process. Arno may not actually achieve these plans, intentions or expectations and Arno cautions investors not to place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Various important factors could cause actual results or events to differ materially from the forward-looking statements that we make. Such factors include, among others, that the Company has accurately estimated its remaining liabilities and costs. Arno is providing this information as of the date of this press release and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

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Last updated on: 22/12/2017

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