ROCHESTER, N.Y., Aug. 21, 2013 /PRNewswire/
-- VirtualScopics, Inc. (NASDAQ: VSCP), a leading provider of
quantitative imaging, today announced today that it has filed a
Certificate of Amendment to its Certificate of Incorporation to
effect a 1-for-10 reverse stock split of its common stock,
effective as of August 21, 2013, at 5:00 p.m. Eastern Time. A Certificate of
Amendment to effect a reverse stock split was approved by the
Company's stockholders at its Annual Meeting of Stockholders held
on August 13, 2013. The Company's stockholders granted
the Board authority to effectuate a reverse stock split at a ratio
of between 1-for-2 and 1-for-10, and the 1-for-10 ratio was
subsequently approved by the Company's Board of Directors. The
shares of the Company's common stock will continue to trade under
the symbol "VSCP" on a split-adjusted basis on the NASDAQ Capital
Market on August 22, 2013. A new CUSIP number has been
assigned to the Company's common stock as a result of the reverse
stock split.
As a result of the reverse stock split, each ten shares of the
Company's outstanding common stock will automatically be combined
into one share, without any change to the par value per share. In
addition, the reverse stock split will effect a proportionate
adjustment to the per share exercise price and number of shares
issuable upon the exercise of outstanding warrants and stock
options and the vesting of restricted stock awards.
As a result of the reverse stock split, the Company expects its
stock price to increase proportionally. The reverse stock split is
intended to help the Company regain compliance with the minimum
$1 bid price per share requirement
for continued listing on the NASDAQ Capital Market. The Company
does not believe that it will regain compliance by the
August 26, 2013, deadline set by NASDAQ, and, as a result, the
Company might receive a delisting notice from NASDAQ. The Company
plans to appeal any such notice, which would stay the delisting
pending the outcome of the appeal. The Company also plans to
continue working with NASDAQ during that time to regain
compliance.
Continental Stock Transfer & Trust will act as the Company's
Exchange Agent in connection with the reverse stock split.
Stockholders will receive the notices, forms and instructions
regarding the exchange of their pre-split shares for post-split
shares from the Exchange Agent or their broker. No fractional
shares will be issued in connection with the reverse stock split.
Stockholders who would otherwise be entitled to receive a
fractional share will receive cash in lieu of the fractional
share.
Additional information regarding the reverse stock split can be
found in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on July 2, 2013.
About VirtualScopics, Inc.
VirtualScopics, Inc. is a leading provider of imaging solutions
to accelerate drug and medical device development.
VirtualScopics has developed a robust software platform for
analysis and modeling of both structural and functional medical
images. In combination with VirtualScopics' industry-leading
experience and expertise in advanced imaging biomarker measurement,
this platform provides a uniquely clear window into the biological
activity of drugs and devices in clinical trial patients, allowing
sponsors to make better decisions faster. For more
information about VirtualScopics, visit www.virtualscopics.com.
Forward-Looking Statements
The statements contained in this press release that are not
purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934, as amended, and
are intended to be covered by the safe harbors created thereby.
These forward-looking statements include, but are not limited to,
statements regarding the Company's ability to regain compliance
with NASDAQ listing standards and/or statements preceded by,
followed by or that include the words "believes," "could,"
"expects," "anticipates," "estimates," "intends," "plans,"
"projects," "seeks," or similar expressions. Forward-looking
statements deal with the Company's current plans, intentions,
beliefs and expectations. Investors are cautioned that all
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Many of these risks and uncertainties
are discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2012,
filed with the Securities and Exchange Commission (the
"SEC"), and in any subsequent reports filed with the SEC,
all of which are available at the SEC's website at www.sec.gov. All
forward-looking statements speak only as of the date of this press
release and the Company undertakes no obligation to update such
forward-looking statements.
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CONTACTS:
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Company
Contact:
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Jeff
Markin
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President and
CEO
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500 Linden
Oaks
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Rochester, New York
14625
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+1 585
249.6231
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SOURCE VirtualScopics, Inc.