XORTX Reports that Independent Proxy Firm, ISS, Recommends Shareholders Vote for the Share Consolidation Resolution
October 12 2023 - 7:00AM
XORTX Therapeutics Inc. ("
XORTX" or the
“
Company”) (NASDAQ: XRTX | TSXV: XRTX | Frankfurt:
ANU), a late-stage clinical pharmaceutical company focused on
developing innovative therapies to treat progressive kidney
disease, is pleased to announce that Institutional Shareholder
Services Inc. (“
ISS”) has recommended that the
Company’s shareholders vote FOR the proposed share consolidation
resolution at XORTX’s special meeting of shareholders scheduled to
be held at 3710 – 33rd Avenue NW, Calgary, Alberta, Canada T2L 2M1
at 10:00 a.m. (Calgary time), on Wednesday, October 25, 2023.
Dr. Allen Davidoff, CEO and XORTX, stated,
"Management and the Board of Directors wish to clear up any
ambiguities that may have arisen from the Information Circular and
recent press release regarding the upcoming special meeting of
shareholders that seeks shareholder approval to consolidate the
Company’s shares. For clarification, the special meeting of
shareholders seeks approval for a consolidation of the Company’s
shares in a range from 0 to 9:1 which is one option available to
the Company to maintain good standing and remain in compliance with
NASDAQ’s $1 USD minimum bid price requirement. Approval to
consolidate does not mean this is an irreversible process even
after shareholder approval, as Management and the Board of
Directors can decide to not proceed with the consolidation. For
example, if XORTX shares were to trade at greater than $1 USD for
more than 10 days, it would not be necessary to complete the
reverse split. While it is not the preference of Management and the
Board of Directors to consolidate the Company’s shares, we remain
committed to bringing XORTX into NASDAQ compliance as soon as
possible.”
Positive ISS Recommendation
In reaching its conclusion that the Company’s
shareholders should vote FOR the share consolidation resolution,
ISS noted:
“Stock consolidations … should enhance the
long-term growth prospects of the company by broadening its
financing alternatives. Continued low trading prices of the
company's shares can put them below investment grade for many
institutions, non-compliance with listing exchange requirements,
and limiting the potential capital base for the company and its
prospects for raising new capital as needed. As such, support for
this resolution is warranted.”
Benefits of the Share
Consolidation
It is the position of XORTX’ board of directors
that the share consolidation is in the best interests of the
Company, its shareholders, and other stakeholders and that the
benefits of the share consolidation could include:
Compliance with Minimum Bid Price Requirement
for Continued Listing on Nasdaq: The Share Consolidation is
expected to result in the Company regaining compliance to maintain
its listing on Nasdaq, a U.S. based stock exchange that provides
greater access to capital.
Anticipated Higher Share Price: The Share
Consolidation is expected to result in the trading price of the
Company’s common shares increasing to reflect the consolidation
ratio. A higher price per share would place the Company’s common
shares at a level that is more typical of shares of other
widely-owned publicly traded companies that are in XORTX’s peer
group of companies.
Increased Investor Interest: A higher
post-consolidation price of XORTX’ common shares could increase
investor interest in the Company as a higher price per share may
qualify the common shares for certain institutional investors and
investment funds that otherwise may be prevented under their
investing mandates or guidelines from investing in the Company’s
common shares at the current price. Also, a smaller number of
common shares trading at a higher price may make the Company more
attractive to other new investors and could further enhance the
value of the common shares held by current shareholders.
The Board of Directors and
management of XORTX recommend shareholders vote FOR the Share
Consolidation resolution.
Shareholder
Questions
Questions or request for voting
assistance may be directed to XORTX proxy solicitation agent:
Laurel Hill Advisory GroupNorth America Toll
Free: 1-877-452-7184Collect Calls Outside North America:
1-416-304-0211Email: assistance@laurelhill.com.
About XORTX Therapeutics Inc.
XORTX is a pharmaceutical company with two
clinically advanced products in development: 1) our lead, XRx-008
program for ADPKD; and 2) our secondary program in XRx-101 for
acute kidney and other acute organ injury associated with
Respiratory Viral infection. In addition, XRx-225 is a pre-clinical
stage program for Type 2 Diabetic Nephropathy. XORTX is working to
advance its clinical development stage products that target
aberrant purine metabolism and xanthine oxidase to decrease or
inhibit production of uric acid. At XORTX, we are dedicated to
developing medications to improve the quality of life and future
health of patients with kidney disease. Additional information on
XORTX is available at www.xortx.com.
For more information, please
contact:
Allen
Davidoff, CEO |
Nick
Rigopulos, Director of Communications |
adavidoff@xortx.com or +1 403 455 7727 |
nick@alpineequityadv.com or +1 617 901 0785 |
|
|
Media Inquiries, OIipriya Das, PhD, MSc |
|
olipriya.das@russopartnersllc.com or +1 409 365 3641 |
|
Neither the TSX Venture Exchange nor Nasdaq has
approved or disapproved the contents of this news release. No stock
exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.
Forward Looking
Statements
This press release
contains express or implied forward-looking statements pursuant to
U.S. Federal securities laws. These forward-looking statements and
their implications are based on the current expectations of the
management of XORTX only, and are subject to a number of factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Except as otherwise required by law, XORTX undertakes no obligation
to publicly release any revisions to these forward-looking
statements to reflect events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events. More detailed
information about the risks and uncertainties affecting XORTX is
contained under the heading “Risk Factors” in XORTX’s Registration
Statement on Form F-1 filed with the SEC, which is available on the
SEC's website, www.sec.gov (including any documents forming a part
thereof or incorporated by reference therein), as well as in our
reports, public disclosure documents and other filings with the
securities commissions and other regulatory bodies in Canada, which
are available on www.sedarplus.ca.
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