Auris Medical Announces Reverse Stock Split
April 30 2019 - 8:30AM
Auris Medical Holding Ltd. (NASDAQ: EARS), a clinical-stage company
dedicated to developing therapeutics that address important unmet
medical needs in neurotology and central nervous system disorders,
today announced that its Board of Directors has approved a reverse
stock split of its common shares at a ratio of 1-for-20. The
reverse stock split is expected to become effective on May 1, 2019,
and the shares to begin trading on the split-adjusted basis on the
Nasdaq Capital Market under the Company's existing trading symbol
"EARS". The new CUSIP number following the reverse stock split will
be G07025201. The reverse stock split is primarily being effected
to regain compliance with the $1.00 minimum bid price requirement
for continued listing on NASDAQ.
As a result of the reverse stock split, every 20
shares of the Company's issued and outstanding common shares will
automatically combine into one issued and outstanding share of
common share. The reverse stock split will affect all shareholders
uniformly and will not alter any shareholder's percentage ownership
interest in the Company. Proportionate voting rights and other
rights of shareholders will not be affected by the reverse stock
split. The reverse stock split will also apply to common shares
issuable upon the exercise of the Company's outstanding warrants.
In accordance with the 1-for-20 ratio, the number of authorized
common shares will be reduced to 10,000,000 common shares, while
the par value will be increased to CHF 0.40 per common share. As a
result of the reverse stock split, the number of common shares
outstanding will be reduced from 38,095,859, to approximately
1,904,792 common shares, subject to rounding down of all fractional
shares to the nearest whole share and the payment to shareholders
of cash in lieu of such fractional shares.
No fractional shares will be issued as a result
of the reverse stock split; shareholders who would otherwise hold a
fractional share of the Company's common stock will receive cash in
an amount equal to the product obtained by multiplying (i) the
closing price of our common stock on the business day immediately
preceding the effective date of the reverse share split as reported
on the Nasdaq Capital Market, by (ii) the number of common shares
held by the shareholder that would otherwise have been exchanged
for the fractional share interest.
The Company's transfer agent, American Stock
Transfer & Trust Company, LLC (“AST”), will act as the exchange
agent for the reverse stock split and will provide to shareholders
of record, all of whom own their shares in book entry, updated
statements of holding reflecting the reverse stock split. Banks,
brokers or other nominees will be instructed by AST to effect the
reverse stock split for their beneficial holders holding our common
shares in “street name;” however, these banks, brokers or other
nominees may apply their own specific procedures for processing the
reverse stock split.
Further information about the reverse stock
split is provided in the Company’s form 6-K which is filed today
with the Securities and Exchange Commission.
About Auris Medical
Auris Medical is a biopharmaceutical company
dedicated to developing therapeutics that address important unmet
medical needs in neurotology and mental health supportive care. The
company is focused on the development of intranasal betahistine for
the treatment of vertigo (AM-125) and for the prevention of
antipsychotic-induced weight gain and somnolence (AM-201). These
projects have gone through two Phase 1 trials and will move into
proof-of-concept studies in 2019. In addition Auris Medical has two
Phase 3 programs under development: Sonsuvi® (AM-111) for acute
inner ear hearing loss and Keyzilen® (AM-101) for acute inner ear
tinnitus. The Company was founded in 2003 and is headquartered in
Hamilton, Bermuda with its main operations in Basel, Switzerland.
The shares of Auris Medical Holding Ltd. trade on the NASDAQ
Capital Market under the symbol “EARS.”
Forward-looking Statements
This press release may contain statements that
constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are
statements other than historical facts and may include statements
that address future operating, financial or business performance or
Auris Medical’s strategies or expectations. In some cases, you can
identify these statements by forward-looking words such as “may”,
“might”, “will”, “should”, “expects”, “plans”, “anticipates”,
“believes”, “estimates”, “predicts”, “projects”, “potential”,
“outlook” or “continue”, or the negative of these terms or other
comparable terminology. Forward-looking statements, such as the
effect of the reverse split on the Company’s stock price and
compliance with Nasdaq listing requirements, are based on
management’s current expectations and beliefs and involve
significant risks and uncertainties that could cause actual
results, developments and business decisions to differ materially
from those contemplated by these statements. These risks and
uncertainties include, but are not limited to, Auris Medical’s need
for and ability to raise substantial additional funding to continue
the development of its product candidates, the ability to pursue
strategic partnering and non-dilutive funding for its Phase 3
programs, the results of Auris Medical’s review of strategic
options and the outcome of any action taken as a result of such
review, the timing and conduct of clinical trials of Auris
Medical’s product candidates, the clinical utility of Auris
Medical’s product candidates, the timing or likelihood of
regulatory filings and approvals, Auris Medical’s intellectual
property position and Auris Medical’s financial position, including
the impact of any future acquisitions, dispositions, partnerships,
license transactions or changes to Auris Medical’s capital
structure, including future securities offerings. These risks and
uncertainties also include, but are not limited to, those described
under the caption “Risk Factors” in Auris Medical’s Annual Report
on Form 20-F for the year ended December 31, 2018, and in Auris
Medical's other filings with the SEC, which are available free of
charge on the Securities Exchange Commission's website at:
www.sec.gov. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. All
forward-looking statements and all subsequent written and oral
forward-looking statements attributable to Auris Medical or to
persons acting on behalf of Auris Medical are expressly qualified
in their entirety by reference to these risks and uncertainties.
You should not place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date they are made,
and Auris Medical does not undertake any obligation to update them
in light of new information, future developments or otherwise,
except as may be required under applicable law.
Investor contact: Joseph Green Edison Advisors
for Auris Medical 646-653-7030 jgreen@edisongroup.com
or
investors@aurismedical.com
- Auris Medical Reverse Stock Split 2019-04-29
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