Telesis Bio Announces Reverse Stock Split
May 06 2024 - 4:05PM
Telesis Bio Inc. (the Company) (NASDAQ: TBIO), a leading provider
of RNA and DNA solutions enabling researchers to accelerate
therapeutic discovery through advanced, flexible, and rapid
automated synthesis in their own lab, today announced that it
will effect a 1-for-18 reverse stock split of its common stock. The
reverse stock split will take effect at 12:01 am (Eastern
Time) on Thursday, May 9, 2024, and the Company's common
stock will open for trading on The Nasdaq Global Select Market
on May 9, 2024 on a post-split basis, under the existing
ticker symbol "TBIO" but with a new CUSIP number 192003200. The
reverse stock split is part of the Company's plan to regain
compliance with the minimum bid price requirement of $1.00 per
share of common stock for continued listing on The Nasdaq Global
Select Market.
The reverse stock split was approved by the Company’s
stockholders at the Company’s 2024 Annual Meeting of Stockholders
held on May 1, 2024.
- As a result of the reverse stock split, every eighteen shares
of the Company's common stock issued and outstanding prior to the
opening of trading on May 9, 2024 will be consolidated
into one issued and outstanding share, with no change in the par
value per share of $0.0001. No fractional shares will be
issued as a result of the reverse stock split. Stockholders of
record who would otherwise be entitled to receive a fractional
share will be entitled to the rounding up of the fractional share
to the nearest whole number.
- As a result of the reverse stock split, the number of shares of
common stock outstanding will be reduced from approximately 30.1
million shares to approximately 1.7 million shares, and the number
of authorized shares of common stock will remain at 100 million
shares.
- The reverse stock split will not reduce the number of
authorized or outstanding shares of the Company’s preferred stock.
The certificate of designations that establishes the terms of our
preferred stock includes a provision pursuant to which the
conversion price of each share of preferred stock will be
proportionately adjusted so that the number of shares of common
stock issuable upon conversion of a share of preferred stock would
be decreased in proportion to such decrease in the aggregate number
of shares of common stock outstanding.
- The reverse stock split will apply to the shares of voting
common stock issuable upon the exercise of the Company’s
outstanding warrants, with proportionate adjustments to be made to
the exercise price thereof. In addition, proportionate adjustments
will be made to the number of shares underlying, and the exercise
prices of, the Company’s outstanding stock options and other equity
awards, and to the number of shares of common stock issuable under
the Company’s equity incentive plans.
The Company’s transfer agent, Equiniti Trust Company, LLC, will
provide information to stockholders regarding their stock ownership
following the reverse stock split. Stockholders holding their
shares in book-entry form or through a bank, broker or other
nominee do not need to take any action in connection with the
reverse stock split. Their accounts will be automatically adjusted
to reflect the number of shares owned.
About Telesis Bio Telesis Bio is empowering
scientists with the ability to create novel, synthetic
biology-enabled solutions for many of humanity’s greatest
challenges. As inventors of the industry-standard Gibson Assembly®
method and the first commercial automated benchtop DNA and mRNA
synthesis system, Telesis Bio is enabling rapid, accurate and
reproducible writing of DNA and mRNA for numerous downstream
markets. The award-winning BioXp® system consolidates, automates,
and optimizes the entire synthesis, cloning and amplification
workflow. As a result, it delivers virtually error-free synthesis
of DNA and RNA at scale within days and hours instead of weeks or
months. Scientists around the world are using the technology in
their own laboratories to accelerate the design-build-test paradigm
for novel, high-value products for precision medicine, biologics
drug discovery, vaccine and therapeutic development, genome
editing, and cell and gene therapy. Telesis Bio is a public company
based in San Diego. For more information, visit www.telesisbio.com.
Telesis Bio, the Telesis Bio logo, Gibson Assembly, and BioXp are
trademarks of Telesis Bio Inc.
Forward-Looking Statements This press release
contains forward-looking statements. All statements other than
statements of historical facts contained herein are forward-looking
statements reflecting the current beliefs and expectations of
management made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the future
effective date and intended effects of the reverse stock split and
Telesis Bio’s ability to regain compliance with The Nasdaq Global
Select Market continued listing requirements. Such statements are
based on current assumptions that involve risks and uncertainties
that could cause actual outcomes and results to differ materially
from current expectations. These risks and uncertainties, many of
which are beyond our control, include risks described in the
section entitled Risk Factors and elsewhere in our most recently
filed Annual Report on Form 10-K which was filed with the
Securities and Exchange Commission on March 29, 2024. These
forward-looking statements speak only as of the date hereof and
should not be unduly relied upon. Telesis Bio disclaims any
obligation to update these forward-looking statements.
Contact:William J. KullbackChief Financial
Officerbill.kullback@telesisbio.com
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