Caladrius Biosciences Announces 1-for-10 Reverse Split
July 27 2016 - 9:00AM
Caladrius Biosciences, Inc. (NASDAQ:CLBS) (“Caladrius” or the
“Company”), a cell therapy company combining an industry-leading
development and manufacturing services provider (PCT) with a select
therapeutic development pipeline, announces today that as of
5:00 p.m., Eastern Time, on July 27, 2016 it will effect a 1-for-10
reverse stock split of its outstanding common stock, which will be
effective for trading purposes as of the commencement of trading on
Thursday, July 28, 2016. At the Annual Meeting of Stockholders held
on June 22, 2016, the reverse stock split was approved by the
Company’s stockholders, to be effected at the Board’s discretion
within the approved parameters, and the specific ratio was
subsequently approved by the Company’s Board.
The reverse stock split is intended to increase the per share
trading price of the Company's common stock to satisfy the $1.00
minimum bid price requirement for continued listing on The NASDAQ
Capital Market. Trading of the Company’s common stock on The NASDAQ
Capital Market will continue, on a post-split basis, with the
opening of the markets on Thursday, July 28, 2016, under the
existing trading symbol “CLBS” and under new CUSIP number
128058203. The reverse stock split reduces the number of
shares of the Company’s common stock outstanding from approximately
59 million shares of common stock pre-reverse split to
approximately 5.9 million shares of common stock post-reverse
split.
The number of authorized shares of common stock and the par
value per share will remain unchanged. As a result of the reverse
stock split, every ten shares of the Company’s pre-reverse split
common stock will be combined and reclassified into one share of
common stock. Proportionate voting rights and other rights of
common stock holders will not be affected by the reverse stock
split. Stockholders who would otherwise hold a fractional share of
common stock will receive an increase to their common stock as the
common stock will be rounded up to a full share. No fractional
shares will be issued in connection with the reverse stock split.
The number of outstanding options and warrants will be adjusted
accordingly, with outstanding options being reduced from
approximately 7.0 million to approximately 700,000 and outstanding
warrants being reduced from approximately 4.6 million to
approximately 460,000.
The Company’s transfer agent, Continental Stock Transfer &
Trust Company, LLC, is acting as exchange agent for the reverse
stock split and will send instructions to stockholders of record
regarding the exchange of certificates for common stock for
uncertificated shares of common stock.
Additional information about the reverse stock split can be
found in the Company’s Definitive Proxy Statement filed with the
Securities and Exchange Commission (SEC) on May 10, 2016, a copy of
which is available at www.sec.gov or at the company’s website
at www.caladrius.com. More detailed information regarding this
reverse stock split can be found in the Company’s Form 8-K filed
with the SEC on July 27, 2016.
“This decision has been made in consultation with investors,
advisors and our Board of Directors and we believe the resulting
increase in share price will broaden the appeal of our shares to
investors, particularly institutional stockholders. Furthermore,
the management and Board of Directors feel strongly that The NASDAQ
Capital Market stock exchange is the most beneficial and
appropriate exchange on which Caladrius’ shares should trade and
this reverse split will resolve the minimum trading price issue,
allowing us to meet our continuing listing requirements,” said
David J. Mazzo, Ph.D., Chief Executive Officer of Caladrius.
“We continue to execute on our goals to grow and expand the
PCT business, to advance the Phase 2 T-Rex clinical trial of our T
regulatory cell technology for the treatment of recent-onset type 1
diabetes to proof-of-concept in man, to monetize non-core assets
and to maintain financial discipline by further reducing
expenses.”
About Caladrius Biosciences
Caladrius Biosciences, Inc., through its subsidiary, PCT, is a
leading development and manufacturing partner to the cell therapy
industry. PCT works with its clients to overcome the
fundamental challenges of cell therapy manufacturing by providing a
wide range of innovative services including product and process
development, GMP manufacturing, engineering and automation, cell
and tissue processing, logistics, storage and distribution, as well
as expert consulting and regulatory support. PCT and Hitachi
Chemical Co., Ltd. have entered into a strategic global
collaboration to accelerate the creation of a global commercial
cell therapy development and manufacturing enterprise with deep
engineering expertise. Around the core expertise of PCT,
Caladrius strategically develops select product candidates, which
currently includes an innovative therapy for type 1 diabetes based
on a proprietary platform technology for immunomodulation. For more
information, visit www.caladrius.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements reflect management’s current
expectations, as of the date of this press release, and involve
certain risks and uncertainties. All statements other than
statements of historical fact contained in this press release are
forward-looking statements. The Company’s actual results could
differ materially from those anticipated in these forward-looking
statements as a result of various factors. Factors that could cause
future results to materially differ from the recent results or
those projected in forward-looking statements include the “Risk
Factors” described in the Company’s Annual Report on Form 10-K
filed with the Securities and Exchange Commission (“SEC”) on March
15, 2016, and in the Company’s other periodic filings with the SEC.
The Company’s further development is highly dependent on, among
other things, future medical and research developments and market
acceptance, which are outside of its control.
CONTACTS:
Investors:
LHA
Anne Marie Fields
Senior Vice President
Phone: +1-212-838-3777
Email: afields@lhai.com
Media:
Caladrius Biosciences, Inc.
Eric Powers
Director, Communications and Marketing
Phone: +1-212-584-4173
Email: epowers@caladrius.com
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