MaxCyte, Inc. Stockholder Circular and Notice of Special Meeting (0185C)
June 16 2021 - 2:00AM
UK Regulatory
TIDMMXCT TIDMTTM
RNS Number : 0185C
MaxCyte, Inc.
16 June 2021
Publication of Stockholder Circular and Notice of Special
Meeting
Gaithersburg, Maryland - 16 June 2021: MaxCyte (LSE: MXCT,
MXCN), a leading provider of platform technologies for cell
engineering, today announced that it has published a stockholder
circular (the "Circular") to convene a Special Meeting to be held
on 6 July 2021 at 1 p.m. BST (8 a.m. EST) at the offices of
MaxCyte, Inc., 21 Firstfield Road, Suite 202, Gaithersburg,
Maryland 20878, US. The Special Meeting will consider certain
resolutions in connection with the Company's proposed US-registered
public offering of shares of Common Stock and dual-listing of the
Common Stock on Nasdaq (the "Proposed Offering").
This Special Meeting follows the Company announcement on 14 May
2021, that it had confidentially submitted a draft registration
statement on Form S-1 to the SEC relating to a proposed
dual-listing and public offering of shares of Common Stock on
Nasdaq. The exact timing of the Proposed Offering as well as the
number of and the price of the shares of Common Stock to be offered
and sold in the Proposed Offering have not yet been determined. The
Proposed Offering is subject to the Securities and Exchange
Commission satisfactorily completing its review of the Company's
registration statement related thereto in addition to market and
other conditions. There is no assurance that the Proposed Offering
will be completed, nor is there certainty as to the timing of the
Proposed Offering.
In particular, the Circular includes a resolution ("Resolution
1") which will, if passed, waive the pre-emptive rights of
Stockholders in order for MaxCyte to be able to issue new Common
Stock in the Proposed Offering. An affirmative vote of at least 75
percent of the voting power of the shares of Common Stock voted at
the Special Meeting is required to approve Resolution 1. The
proposed disapplication of pre-emptive rights in Resolution 1 is
necessary to allow the Proposed Offering to proceed.
If Resolution 1 is passed and the Proposed Offering proceeds,
the Directors intend to maintain the admission of the shares of
Common Stock to trading on AIM alongside listing of the shares of
Common Stock on Nasdaq. Accordingly, Stockholders will continue to
be able to deal in shares of Common Stock on AIM and, in due
course, may also deal in shares of Common Stock on Nasdaq. The
Company will continue to be subject to the AIM Rules for
Companies.
If Resolution 1 is not passed, the Proposed Offering will not
proceed.
Further detail on Resolution 1 and all other proposed
resolutions and the reasons for each are included in the Circular,
which has today been sent to Shareholders and is available on the
Company's website at
https://investors.maxcyte.com/news-events/documents-presentations
.
The Company intends to provide further details in due course in
an announcement to be made via a Regulatory Information Service as
to how, subject to completion of the Proposed Offering,
Stockholders will be able to move shares of Common Stock between
the UK and the US.
This press release is being made pursuant to, and in accordance
with Rule 135 under the Securities Act of 1933, as amended (the
"Securities Act"). This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, and
shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of that jurisdiction. Any offers, solicitations or
offers to buy, or any sales of securities will be made in
accordance with the registration requirements of the Securities
Act.
About MaxCyte
MaxCyte is a leading commercial cell-engineering company focused
on providing enabling platform technologies to advance innovative
cell-based research as well as next-generation cell therapeutic
discovery, development and commercialisation. MaxCyte's existing
customer base ranges from large biopharmaceutical companies,
including all of the top 10, and 20 of the top 25, pharmaceutical
companies based on 2020 global revenue, to hundreds of
biotechnology companies and academic centres focused on
translational research. MaxCyte has granted 13 strategic platform
licences to commercial cell therapy developers. Including these
strategic platform licences, MaxCyte has granted pre-clinical and
clinical licences to academic and industry customers covering over
an estimated 140 programmes, of which an estimated 100 programmes
are for clinical use. MaxCyte was founded in 1998 and is
headquartered in Gaithersburg, Maryland, US. For more information,
visit www.maxcyte.com .
For further information, please contact:
MaxCyte Inc.
Doug Doerfler, Chief Executive Officer
A manda Murphy , Chief F inancial
Officer +1 301 944 1660
Nominated Adviser and Joint Corporate
Broker
Panmure Gordon
Emma Earl / Freddy Crossley
Corporate Broking
Rupert Dearden +44 (0)20 7886 2500
----------------------
Joint Corporate Broker
Numis Securities Limited
James Black / Duncan Monteith /
Matthew O'Dowd +44 (0)20 7260 1000
----------------------
Joint Corporate Broker
Stifel Nicolaus Europe Limited
Healthcare Investment Banking
Nicholas Moore / Ben Maddison /
Samira Essebiyea
Corporate Broking
Nick Adams +44 (0) 20 7710 7600
----------------------
F inancial PR Adviser
Consilium Strategic Communications
Mary-Jane Elliott / Chris Welsh + 44 (0)203 709 5700
----------------------
Forward-Looking Statements
This press release contains certain forward-looking statements
relating to the business of MaxCyte, including with respect to the
potential offering of shares and Nasdaq listing. In addition, even
if the actual results or development of MaxCyte are consistent with
the forward-looking statements contained in this press release,
those results or developments of MaxCyte may not be indicative of
their in the future. In some cases, you can identify
forward-looking statements by words such as "could," "should,"
"may," "expects," "anticipates," "believes," "intends,"
"estimates," "aims," "targets," or similar words. These
forward-looking statements are based largely on the current
expectations of MaxCyte as of the date of this press release and
are subject to a number of known and unknown risks and
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievement expressed or implied by
these forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
statements made in this press release will in fact be realised.
MaxCyte is providing the information in these materials as of this
press release, and disclaim any intention or obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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END
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