bluebird bio Announces 1-for-20 Reverse Stock Split

Rhea-AI Summary

bluebird bio (NASDAQ: BLUE) has announced a 1-for-20 reverse stock split following approval from both its Board of Directors and stockholders at the December 4, 2024 reconvened annual meeting. The primary goal is to increase the per-share market price to regain compliance with Nasdaq's minimum bid price requirement.

The reverse split will become effective on December 12, 2024, at 5 p.m. ET, with split-adjusted trading beginning December 13 under the same symbol 'BLUE'. Every 20 shares will be combined into 1 share, with cash payments issued for fractional shares. Stockholders with electronic holdings need not take action, while those holding shares through brokers will have positions adjusted automatically.

Positive

• Potential to regain Nasdaq listing compliance through increased share price

Negative

• Implementation of 1-for-20 reverse stock split indicates significant share price decline
• Risk of Nasdaq delisting due to minimum bid price non-compliance
• Potential shareholder value dilution through reverse split mechanism

Insights

Financial Analyst

The 1-for-20 reverse stock split is a significant technical adjustment aimed at maintaining Nasdaq listing compliance, but signals underlying financial challenges. The move will artificially boost the share price by reducing the number of outstanding shares, though the company's market capitalization remains unchanged at around $81 million.

With a micro-cap valuation and the need for this defensive measure, the company appears to be struggling. The reverse split often carries negative market sentiment as it's frequently associated with distressed companies. This could potentially trigger increased selling pressure when trading resumes on the split-adjusted basis.

Notably, this action doesn't address bluebird's fundamental business challenges or cash position - it's purely a compliance maneuver. Historical patterns suggest companies implementing reverse splits often continue to face downward price pressure post-split, particularly in the biotech sector where cash burn rates are critical.

SOMERVILLE, Mass.--(BUSINESS WIRE)-- bluebird bio, Inc. (NASDAQ: BLUE) (“bluebird bio” or the “Company”) today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of the Company’s common stock following approval by both its Board of Directors and BLUE stockholders at its reconvened annual meeting held on December 4, 2024. As previously announced, the primary goal of the Reverse Stock Split is to increase the per share market price of the Company’s common stock to regain compliance with Nasdaq’s minimum bid price requirement for continued listing.

The Reverse Stock Split is expected to become effective at 5 p.m., Eastern Time, on December 12, 2024. The common stock is expected to begin trading on a split-adjusted basis when the markets open on December 13, 2024, under the existing trading symbol “BLUE”. The new CUSIP number for the common stock following the Reverse Stock Split will be 09609G 209.

When the Reverse Stock Split is effective, every 20 shares of BLUE common stock issued will be combined automatically into 1 share of common stock. No fractional shares will be issued if, as a result of the Reverse Stock Split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the Reverse Stock Split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of a fractional share.

Equiniti Trust Company, LLC (“Equiniti”), formerly American Stock Transfer & Trust Company, LLC (“AST”), is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s, or nominee’s particular processes.

Additional information about the Reverse Stock Split can be found in bluebird’s definitive proxy filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 26, 2024 and on the Company’s Investor Relations website at http://investor.bluebirdbio.com.

About bluebird bio, Inc.

bluebird bio is pursuing curative gene therapies to give patients and their families more bluebird days.

Founded in 2010, bluebird has been setting the standard for gene therapy for more than a decade—first as a scientific pioneer and now as a commercial leader. bluebird has an unrivaled track record in bringing the promise of gene therapy out of clinical studies and into the real-world setting, having secured FDA approvals for three therapies in under two years. Today, we are proving and scaling the commercial model for gene therapy and delivering innovative solutions for access to patients, providers, and payers.

With a dedicated focus on severe genetic diseases, bluebird has the largest and deepest ex-vivo gene therapy data set in the field, with industry-leading programs for sickle cell disease, β-thalassemia and cerebral adrenoleukodystrophy. We custom design each of our therapies to address the underlying cause of disease and have developed in-depth and effective analytical methods to understand the safety of our lentiviral vector technologies and drive the field of gene therapy forward.

bluebird continues to forge new paths as a standalone commercial gene therapy company, combining our real-world experience with a deep commitment to patient communities and a people-centric culture that attracts and grows a diverse flock of dedicated birds.

bluebird bio, LYFGENIA, ZYNTEGLO and SKYSONA are registered trademarks of bluebird bio, Inc. All rights reserved.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements, such as statements concerning the expected timing of the Reverse Stock Split, the impact of stockholder approval of the Reverse Stock Split, the goals of the Reverse Stock Split, the impact of the Reverse Stock Split on the Company’s share price, and the Company’s ability to meet the minimum per share bid price requirement for continued listing on Nasdaq. Such forward-looking statements are based on historical performance and current expectations and projections about bluebird’s future goals, plans and objectives and involve inherent risks, assumptions and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years, that are difficult to predict, may be beyond bluebird’s control and could cause bluebird’s future goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. No forward-looking statement can be guaranteed. Forward-looking statements in this press release should be evaluated together with the many risks and uncertainties that affect bluebird bio’s business, particularly those identified in the risk factors discussion in bluebird bio’s Annual Report on Form 10-K for the year ended December 31, 2023, as updated by its subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. These risks and uncertainties include, but are not limited to: delays and challenges in bluebird’s commercialization and manufacturing of its products, including challenges in manufacturing vector for ZYNTEGLO and SKYSONA to meet current demand; the internal and external costs required for bluebird’s ongoing and planned activities, and the resulting impact on expense and use of cash, has been, and may in the future be, higher than expected, which has caused bluebird, and may in the future cause bluebird, to use cash more quickly than it expects or change or curtail some of its plans or both; substantial doubt exists regarding bluebird’s ability to continue as a going concern; bluebird’s expectations as to expenses, cash usage and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than bluebird’s assumptions; the risk that additional funding may not be available on acceptable terms, or at all; risks related to bluebird's loan agreement, including the risk that operating restrictions could adversely affect bluebird's ability to conduct its business, the risk that bluebird will not achieve milestones required to access future tranches under the agreement, and the risk that bluebird will fail to comply with covenants under the agreement, including with respect to required cash and revenue levels, which could result in an event of default; the risk that the efficacy and safety results from bluebird’s prior and ongoing clinical trials will not continue or be seen in the commercial context; the risk that the QTCs experience delays in their ability to enroll or treat patients; the risk that bluebird experiences delays in establishing operational readiness across its supply chain; the risk that there is not sufficient patient demand or payer reimbursement to support continued commercialization of the Company’s therapies; the risk of insertional oncogenic or other safety events associated with lentiviral vector, drug product, or myeloablation, including the risk of hematologic malignancy; the risk that bluebird’s products, including LYFGENIA, will not be successfully commercialized; and risks related to compliance with Nasdaq continued listing requirements. The forward-looking statements included in this document are made only as of the date of this document and except as otherwise required by applicable law, bluebird bio undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241204905459/en/

Investors & Media



Investors:

Courtney O’Leary, 978-621-7347

coleary@bluebirdbio.com



Media:

Jess Rowlands, 857-299-6103

jess.rowlands@bluebirdbio.com

Source: bluebird bio, Inc.

FAQ

When will bluebird bio (BLUE) reverse stock split take effect?

The 1-for-20 reverse stock split will take effect on December 12, 2024, at 5 p.m. Eastern Time, with split-adjusted trading beginning on December 13, 2024.

What is the conversion ratio for BLUE's reverse stock split?

Every 20 shares of bluebird bio (BLUE) common stock will be combined into 1 share of common stock.

Why is bluebird bio (BLUE) implementing a reverse stock split?

The primary goal is to increase the per-share market price to regain compliance with Nasdaq's minimum bid price requirement for continued listing.

What happens to fractional shares in BLUE's reverse split?

Stockholders entitled to fractional shares will receive cash payments instead, as shares are not evenly divisible by the 20:1 split ratio.