Novan Announces 1-for-10 Reverse Stock Split
May 25 2021 - 8:00AM
Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), today
announced that it has filed a Certificate of Amendment to the
Restated Certificate of Incorporation of the Company to implement a
one-for-ten reverse split of its issued and outstanding common
stock (the “Reverse Stock Split”). The Reverse Stock Split will
become effective as of 5:00 p.m. Eastern Time on May 25, 2021, and
the Company’s common stock is expected to begin trading on a
split-adjusted basis when the market opens on May 26, 2021.
At Novan’s Annual Meeting of Stockholders held
on July 28, 2020 (the “2020 Annual Meeting”), the Company’s
stockholders approved the amendment to the Restated Certificate of
Incorporation of the Company to effect a reverse stock split of the
Company’s common stock at a ratio of not less than one-for-two and
not more than one-for-fifteen, with such ratio and the
implementation and timing of such reverse stock split to be
determined by the Company’s Board of Directors in its sole
discretion. The Board of Directors has now approved the
implementation of a one-for-ten reverse split with the timing
described above.
“We believe that the Reverse Stock Split is an
important step for the Company and its stockholders to optimize our
position as we work to execute strategic initiatives across all
fronts. Our management team and Board of Directors believe that it
is in the best interest of our stockholders and the Company to
implement the Reverse Stock Split in order to enable us to be
prepared for success with our anticipated upcoming milestones,”
said Paula Brown Stafford, President and Chief Executive Officer of
Novan. “Implementing the Reverse Stock Split will make available an
increased number of authorized but unissued shares allowing us to
pursue additional financing activities and/or other strategic
transactions to support the development and potential
commercialization of our product candidates, and we believe it will
also help us maintain compliance with Nasdaq’s $1.00 minimum bid
price requirement and potentially make our stock more attractive to
a broader range of institutional and other investors.”
When the Reverse Stock Split becomes effective,
every ten shares of the Company’s issued and outstanding common
stock will automatically be converted into one share of common
stock, without any change in the par value per share. In addition,
proportionate adjustments will be made to (i) the per share
exercise price and the number of shares issuable upon the exercise
of all outstanding stock options, warrants to purchase shares of
common stock and stock appreciation right, (ii) the share price
targets of the Company’s Tangible Stockholder Return Plan and (iii)
the number of shares reserved for issuance pursuant to the
Company’s equity incentive compensation plans. Any fraction of a
share of common stock that would be created as a result of the
Reverse Stock Split will be cashed out at a price equal to the
product of the closing price of the Company’s common stock on May
25, 2021 and the amount of the fractional share.
The Company’s common stock will continue to
trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol
“NOVN.” The new CUSIP number for the common stock following the
Reverse Stock Split will be 66988N205.
American Stock Transfer & Trust Company, has
been appointed by the Company to act as its exchange agent for the
Reverse Stock Split. Stockholders owning pre-split shares via a
bank, broker or other nominee will have their positions
automatically adjusted to reflect the Reverse Stock Split and will
not be required to take further action in connection with the
Reverse Stock Split, subject to brokers’ particular processes.
Similarly, registered stockholders holding pre-split shares of the
Company’s common stock electronically in book-entry form are also
not required to take further action in connection with the Reverse
Stock Split. Holders of certificated shares will be contacted by
the Company or its exchange agent with further details about how to
surrender old certificates.
As previously announced, the final patient has
completed their last Week-12 visit in the B-SIMPLE4 pivotal Phase 3
clinical study of SB206, a topical antiviral gel, for the treatment
of molluscum contagiosum. The Company is currently blinded to the
results of the study, and topline efficacy and safety results from
the B-SIMPLE4 study are targeted to be reported before the end of
the second quarter of 2021.
About Novan
Novan, Inc. is a clinical development-stage
biotechnology company focused on leveraging its proprietary nitric
oxide (NO) based technology platform, NITRICIL™ to generate
macromolecular New Chemical Entities (NCEs) to treat multiple
indications in dermatology, men’s and women’s health, infectious
diseases and gastroenterology conditions with significant unmet
needs. The Company’s lead product candidate, SB206, a topical
antiviral gel, for the treatment of molluscum contagiosum, is
currently being evaluated in the B-SIMPLE4 pivotal Phase 3 clinical
study. The Company believes that SB206 as a topical, at-home,
caregiver-applied therapy with a rapid treatment benefit, if
approved, would address an important patient-care need for the
treatment of molluscum.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “believe,” “expect,” “target,”
“anticipate,” “may,” “plan,” “potential,” “will,” and similar
expressions, and are based on the Company’s current beliefs and
expectations. These forward-looking statements include, but are not
limited to, statements related to the potential therapeutic value
of the Company’s NITRICIL™ platform technology, the Company’s
pharmaceutical development of nitric oxide-releasing product
candidates, the timing of anticipated topline results from the
B-SIMPLE4 pivotal Phase 3 clinical study of SB206 and the timing
and potential outcomes of the Reverse Stock Split, including the
possible beneficial effects described in this press release.
Forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the Company’s expectations, including, but not limited to,
risks and uncertainties in the Company’s ongoing or future product
development activities and preclinical studies, which may not prove
successful in demonstrating proof-of concept, or may show adverse
toxicological findings, and even if successful may not necessarily
predict that subsequent clinical trials will show the requisite
safety and efficacy of the Company’s product candidates; any
operational or other disruptions as a result of the COVID-19
pandemic, including any delays or disruptions to the conduct of the
B-SIMPLE4 Phase 3 trial; the Company’s ability to enter into
arrangements with third parties to support its development efforts
on terms that are acceptable to the Company or at all; risks and
uncertainties in the clinical development process, including, among
others, length, expense, ability to enroll patients, potential for
delays or other impacts, whether as a result of the COVID-19
pandemic or other factors, and that results of earlier research and
preclinical or clinical trials may not be predictive of results,
conclusions or interpretations of later research activities or
additional trials; risks related to the regulatory approval
process, which is lengthy, time-consuming and inherently
unpredictable, including the risk that the Company’s product
candidates may not be approved or that additional studies may be
required for approval or other delays may occur, that the Company
may not have sufficient quantities of drug substance and/or drug
product to support regulatory submissions and that the Company may
not obtain funding sufficient to complete the regulatory or
development process; the Company’s ability to obtain additional
funding or enter into strategic or other business relationships
necessary or useful for the further development of the Company’s
product candidates; risks related to the manufacture of raw
materials, including the Company’s active pharmaceutical ingredient
and drug product components utilized in clinical trial materials,
including supply chain disruptions or delays, failure to transfer
technology and processes to third parties effectively or failure of
those third parties (or the Company in connection with the upfit of
the Company’s new facility) to obtain approval of and maintain
compliance with the FDA or comparable regulatory authorities; the
Company’s reliance on arrangements with third parties to support
its operations and development efforts and the risk that such
parties will not successfully carry out their contractual duties or
meet expected deadlines; volatility in the price of the Company’s
common stock; and other risks and uncertainties described in the
Company’s annual report filed with the Securities and Exchange
Commission on Form 10-K for the twelve months ended December 31,
2020, and in the Company’s subsequent filings with the Securities
and Exchange Commission. Such forward-looking statements speak only
as of the date of this press release, and Novan disclaims any
intent or obligation to update these forward-looking statements to
reflect events or circumstances after the date of such statements,
except as may be required by law.
INVESTOR AND MEDIA
CONTACT:Jenene Thomas JTC Team,
LLC833-475-8247NOVN@jtcir.com
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