Bioblast Announces Effectiveness of Eight to One Reverse Split
March 06 2019 - 6:00AM
Bioblast Pharma Ltd. (NasdaqCM: ORPN), a clinical-stage, orphan
disease-focused biotechnology company, announced the effectiveness
of an eight to one reverse split of its share capital. As
previously reported, the reverse split was approved by Bioblast’s
shareholders at a General Meeting of Shareholders of Bioblast held
on December 27, 2018.
Bioblast previously announced the execution of a definitive
merger agreement to acquire Enlivex Therapeutics Ltd., a
privately-held immunotherapy company. Under the terms of the merger
agreement, a wholly owned subsidiary of Bioblast will merge with
and into Enlivex, with Enlivex surviving the merger as a wholly
owned subsidiary of Bioblast. Enlivex equity holders will receive
ordinary shares of Bioblast upon closing of the merger. Upon
closing, current Enlivex equity holders are expected to own
approximately 96% of the combined company at the closing, and
current Bioblast shareholders are expected to own approximately 4%
of the combined company, in each case subject to customary
adjustments and prior to any concurrent financing.
One of the conditions to the closing of the merger is that
Bioblast effect a reverse stock split of its ordinary shares at
least five trading days before the closing of the merger.
As previously announced, Bioblast shareholders of record as of a
record date prior to the closing of the merger will receive one
contingent value right (CVR) per ordinary share of Bioblast owned
as of such date. Each CVR will entitle the owner to such owner’s
pro rata share of consideration that may be received in connection
with Bioblast’s existing Trehalose program. In order to be eligible
for the CVR, a Bioblast shareholder must be a holder of record on a
record date that will be determined in the future. On February 19,
2019, Bioblast announced the sale of its Trehalose program to
Seelos Therapeutics, Inc.
For a more detailed description of the merger agreement as well
as more information regarding the reverse-split, please refer to
Bioblast’s Report on Form 6-K, as furnished to the Securities and
Exchange Commission (SEC), on November 19, 2018, as well as the
proxy statement filed by the Company with the SEC in its Report on
Form 6-K furnished to the SEC on December 6, 2018.
Trading of the Company’s ordinary shares on the Nasdaq Capital
Market will continue, on a split-adjusted basis, with the opening
of the market on Wednesday, March 6, 2019, under the new CUSIP
number M20156127. Immediately subsequent to the reverse split,
there will be approximately 419,892 of the Company’s ordinary
shares issued and outstanding.
The Company has retained its transfer agent, Vstock Transfer,
LLC (Vstock), to act as its exchange agent for the reverse split.
Vstock will provide shareholders of record as of the effective date
a letter of transmittal providing instructions for the exchange of
their certificates. Shareholders owning shares via a broker or
other nominee will have their positions automatically adjusted to
reflect the reverse split, subject to brokers’ particular
processes, and will not be required to take any action in
connection with the reverse split.
About Bioblast
Bioblast Pharma is a clinical-stage biotechnology company
committed to developing clinically meaningful therapies for
patients with rare and ultra-rare genetic diseases. Bioblast is
traded on the Nasdaq under the symbol “ORPN.” For more information,
please visit our website: www.bioblastpharma.com, the content of
which is not incorporated herein by reference.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. We are using forward-looking statements when we
discuss the timing and completion of the merger, the expected
ownership of the combined company by existing Bioblast and Enlivex
shareholders, the potential of the CVR agreement with Enlivex and
potential for benefit to the Bioblast shareholders from the
Trehalose program and its successful sale to Seelos Therapeutics,
Inc. Bioblast may not actually achieve the plans, carry out the
intentions or meet the expectations or projections disclosed in the
forward-looking statements, and you should not place undue reliance
on these forward-looking statements. Because such statements deal
with future events and are based on Bioblast Pharma Ltd.’s current
expectations, they are subject to various risks and uncertainties
such as not closing the proposed merger due conditions to closing
that are not met and failure of the Trehalose program.
Accordingly, actual results, performance or achievements of
Bioblast Pharma could differ materially from those described in or
implied by the statements in this press release, including those
discussed under the heading “Risk Factors” in Bioblast Pharma’s
annual report on Form 20-F filed with the SEC on April 23, 2018,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Bioblast Pharma disclaims any intention or
obligation to update or revise any forward-looking statements,
which speak only as of the date hereof, whether as a result of new
information, future events or circumstances or otherwise.
Bioblast Pharma Ltd.
Dalia Megiddo MD, CEO
dalia@bioblast-pharma.com
Bioblast Pharma Ltd. (NASDAQ:ORPN)
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