Nabriva Therapeutics Announces Date of 1-for-25 Reverse Stock Split
September 15 2022 - 7:01AM
Nabriva Therapeutics plc (NASDAQ: NBRV), a biopharmaceutical
company engaged in the commercialization and development of
innovative anti-infective agents to treat serious infections, today
announced that it will effect a 1-for-25 reverse stock split of its
outstanding ordinary shares, which will be effective for trading
purposes on the Nasdaq Capital Market as of the commencement of
trading on September 16, 2022.
At the Annual General Meeting of Shareholders on
August 11, 2022, Nabriva Therapeutics’ shareholders approved,
subject to and conditional upon the Board of Directors of Nabriva
Therapeutics determining, in its sole discretion, that a reverse
stock split is necessary for the Company to comply with the minimum
$1.00 per share requirement pursuant to Nasdaq Listing Rule
5450(a)(1) (Bid Price Rule), a reverse stock split (i.e., a
consolidation of share capital under Irish law) whereby such number
of authorized and unissued and authorized and issued shares in the
capital of the Company as the Board of Directors of Nabriva
Therapeutics may determine that is not less than 10 ordinary shares
and not more than 25 ordinary shares be consolidated into one
ordinary share of such nominal value as is proportionate to the
determined consolidation ratio, which nominal value shall not be
less than $0.10 each (nominal value) and not more than $0.25 each
(nominal value), and the subsequent reduction in the nominal value
of the ordinary shares in the authorized and unissued and
authorized and issued share capital of the Company from the
aforementioned nominal value (as reflects the share consolidation
ratio chosen by the board of directors) to $0.01 each. Nabriva
Therapeutics’ Board of Directors subsequently determined that the
reverse stock split was necessary for the Company to comply with
the Bid Price Rule and approved the implementation of the reverse
stock split at a ratio of 1-for-25 ordinary shares.
Nabriva Therapeutics’ ordinary shares will
continue to trade on the Nasdaq Capital Market under the symbol
“NBRV” and the new CUSIP number for Nabriva Therapeutics’ ordinary
shares following the reverse stock split is G63637 139. The reverse
stock split will reduce the number of ordinary shares outstanding
from approximately 69.7 million to approximately 2.8 million
post-split and will also proportionately reduce the number of
authorized ordinary shares from 300.0 million to 12.0 million. The
reverse stock split will also apply to ordinary shares issuable
upon the exercise of Nabriva Therapeutics’ outstanding restricted
stock units, stock options and warrants with a proportional
increase in the respective exercise prices, as applicable. No
fractional ordinary shares will be issued in connection with the
reverse stock split. Shareholders who would otherwise be entitled
to a fractional ordinary share will be entitled to receive a
proportional cash payment.
Nabriva Therapeutics’ transfer agent,
Computershare, which is also acting as the exchange agent for the
reverse stock split, will provide instructions to shareholders
regarding the process for exchanging physical share certificates.
Shareholders holding their ordinary shares in book-entry form or in
brokerage accounts need not take any action in connection with the
reverse stock split. Beneficial holders are encouraged to contact
their bank, broker or custodian with any procedural questions.
Additional information regarding the reverse stock split can be
found in Nabriva Therapeutics’ definitive proxy statement filed
with the Securities and Exchange Commission on July 11, 2022.
About Nabriva Therapeutics
plc
Nabriva Therapeutics is a biopharmaceutical
company engaged in the commercialization and development of
innovative anti-infective agents to treat serious infections.
Nabriva Therapeutics received U.S. Food and Drug Administration
approval for XENLETA® (lefamulin injection, lefamulin tablets), the
first systemic pleuromutilin antibiotic for community-acquired
bacterial pneumonia (CABP). Nabriva Therapeutics is also developing
CONTEPO™ (fosfomycin) for injection, a potential first-in-class
epoxide antibiotic for complicated urinary tract infections (cUTI),
including acute pyelonephritis. Nabriva entered into an exclusive
agreement with subsidiaries of Merck & Co. Inc., Kenilworth,
N.J., USA to market, sell and distribute SIVEXTRO® (tedizolid
phosphate) in the United States and certain of its territories.
Forward-Looking Statements
Any statements in this press release about future
expectations, plans and prospects for Nabriva Therapeutics,
including but not limited to statements about the timing and
effectiveness of the reverse stock split and Nabriva Therapeutics’
ability to satisfy Nasdaq’s continued listing standards and other
statements containing the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “plan,” “predict,”
“project,” “target,” “potential,” “likely,” “will,” “would,”
“could,” “should,” “continue,” and similar expressions, constitute
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements
as a result of various important factors, including: Nabriva
Therapeutics’ ability to successfully execute its commercialization
plans for XENLETA and SIVEXTRO and whether market demand for
XENLETA and SIVEXTRO is consistent with its expectations, Nabriva
Therapeutics’ ability to build and maintain a sales force for
XENLETA and SIVEXTRO, the content and timing of decisions made by
the U.S. Food and Drug Administration and other regulatory
authorities, the uncertainties inherent in the initiation and
conduct of clinical trials, availability and timing of data from
clinical trials, whether results of early clinical trials or
studies in different disease indications will be indicative of the
results of ongoing or future trials, uncertainties associated with
regulatory review of clinical trials and applications for marketing
approvals, the availability or commercial potential of CONTEPO for
the treatment of cUTI, the extent of business interruptions
resulting from the COVID-19 pandemic or similar public health
crises, the ability to retain and hire key personnel, the
availability of adequate additional financing on acceptable terms
or at all and such other important factors as are set forth in
Nabriva Therapeutics’ annual and quarterly reports and other
filings on file with the U.S. Securities and Exchange Commission.
In addition, the forward-looking statements included in this press
release represent Nabriva Therapeutics’ views as of the date of
this press release. Nabriva Therapeutics anticipates that
subsequent events and developments will cause its views to change.
However, while Nabriva Therapeutics may elect to update these
forward-looking statements at some point in the future, it
specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Nabriva Therapeutics’ views as of any date subsequent
to the date of this press release.
CONTACTS:
For Investors Kim Anderson
Nabriva Therapeutics plc ir@nabriva.com
Nabriva Therapeutics (NASDAQ:NBRV)
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