Babylon Receives Share Price Notice from the New York Stock Exchange (NYSE) and has Secured Shareholder Approval to Implement a Reverse Share Split to Rectify the Matter
September 22 2022 - 4:15PM
Business Wire
Babylon (NYSE:BBLN) (“Babylon”), today announced that on
September 15, 2022, it received notice from the New York Stock
Exchange (the “NYSE”) that it is not in compliance with NYSE Rule
802.01C of the NYSE Listed Company Manual that requires listed
companies to maintain an average closing share price of at least
$1.00 over a consecutive 30 trading-day period (the “Notice”).
Babylon has notified the NYSE of its intent to cure this
deficiency, within six months following the receipt of the Notice
in accordance with the NYSE’s rules, by implementing a reverse
share split. At Babylon’s Annual General Meeting of Shareholders on
September 14, 2022, Babylon received shareholder approval of a
reverse share split at a consolidation ratio of between 15 and 25.
After Babylon’s Board of Directors approves the consolidation ratio
to be applied, Babylon intends to move ahead with the
implementation of the reverse share split as soon as possible in
the fourth quarter of 2022. After effecting the reverse share
split, the deficiency will be deemed cured if the closing price of
the Class A ordinary shares promptly exceeds $1.00 per share, and
the price remains above that level for at least the following 30
trading days.
The Notice does not result in the delisting of Babylon’s Class A
ordinary shares, which continue to be listed and traded on the
NYSE. In addition, the Notice does not affect Babylon’s business
operations or its Securities and Exchange Commission reporting
requirements, and does not conflict with or trigger any violation
under its material debt agreements.
Babylon believes that a reverse share split will also benefit
its shareholders because it will enable Babylon to reach additional
institutional shareholders who impose minimum price requirements in
their investment decisions.
About Babylon
Babylon is one of the world’s fastest growing digital healthcare
companies whose mission is to make high-quality healthcare
accessible and affordable for every person on Earth.
Babylon is re-engineering how people engage with their care at
every step of the healthcare continuum. By flipping the model from
reactive sick care to proactive healthcare through the devices
people already own, it offers millions of people globally ongoing,
always-on care. Babylon has already shown that in environments as
diverse as the developed UK or developing Rwanda, urban New York,
or rural Missouri, for people of all ages, it is possible to
achieve its mission by leveraging its highly scalable,
digital-first platform combined with high quality, virtual clinical
operations to provide integrated, personalized healthcare.
Founded in 2013, Babylon’s technology and clinical services is
supporting a global patient network across 15 countries and is
capable of operating in 16 languages. In 2021 alone, Babylon helped
a patient every 6 seconds, with approximately 5.2 million
consultations and AI interactions. Importantly, this was achieved
with a 93% user retention rate in our NHS GP at Hand service and 4
or 5 star ratings from more than 90% of our users across all of our
geographies.
Babylon is also working with governments, health providers,
employers and insurers across the globe to provide them with a new
infrastructure that any partner can use to deliver high-quality
healthcare with lower costs and better outcomes. For more
information, please visit www.babylonhealth.com.
Forward-Looking
Statements
This press release contains “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or our
future financial or operating performance. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements
include, without limitation, information concerning Babylon’s
possible or assumed future results of operations, business
strategies, debt levels, competitive position, industry environment
and potential growth opportunities.
These forward-looking statements are not guarantees of future
performance, conditions, or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside of Babylon’s management’s
control, that could cause actual results to differ materially from
the results discussed in the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to our future financial and operating
results and ability to generate profits in the future; that we may
require additional financing and our ability to obtain additional
financing on favorable terms; if we fail to comply with the NYSE’s
continued listing standards and rules, the NYSE may delist our
Class A ordinary shares; uncertainties related to our ability to
continue as a going concern; our ability to successfully execute
our planned cost reduction actions and realize the expected cost
savings; the growth of our business and organization; risks
associated with impairment of goodwill and other intangible assets;
our failure to compete successfully; our ability to renew contracts
with existing customers, and risks of contract renewals at lower
fee levels, or significant reductions in members, pricing or
premiums under our contracts due to factors outside our control;
our dependence on our relationships with physician-owned entities;
our ability to maintain and expand a network of qualified
providers; our ability to increase engagement of individual members
or realize the member healthcare cost savings that we expect; a
significant portion of our revenue comes from a limited number of
customers; the uncertainty and potential inadequacy of our claims
liability estimates for medical costs and expenses; risks
associated with estimating the amount and timing of revenue
recognized under our licensing agreements and value-based care
agreements with health plans; risks associated with our physician
partners’ failure to accurately, timely and sufficiently document
their services; risks associated with inaccurate or unsupportable
information regarding risk adjustment scores of members in records
and submissions to health plans; risks associated with reduction of
reimbursement rates paid by third-party payers or federal or state
healthcare programs; risks associated with regulatory proposals
directed at containing or lowering the cost of healthcare,
including the ACO REACH model; immaturity and volatility of the
market for telemedicine and our unproven digital-first approach;
our ability to develop and release new solutions and services;
difficulty in hiring and retaining talent to operate our business;
risks associated with our international operations, economic
uncertainty, or downturns; the impact of COVID-19 or any other
pandemic, epidemic or outbreak of an infectious disease in the
United States or worldwide on our business; risks associated with
foreign currency exchange rate fluctuations and restrictions; and
the other risks and uncertainties identified in Babylon’s Annual
Report on Form 20-F filed with the SEC on March 30, 2022, and in
other documents filed or to be filed by Babylon with the SEC and
available at the SEC’s website at www.sec.gov.
Babylon cautions that the foregoing list of factors is not
exclusive and cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Except as required by law, Babylon does not undertake any
obligation to update or revise its forward-looking statements to
reflect events or circumstances after the date of this press
release.
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