First Wave BioPharma Announces Distribution of Series F Preferred Stock to Holders of Its Common Stock

Rhea-AI Summary

First Wave BioPharma (NASDAQ: FWBI) declared a dividend of 0.001 of a share of Series F Preferred Stock for each common stock share held as of December 5, 2022. This Series F Preferred Stock will provide voting rights primarily concerning a reverse stock split, allowing 1,000,000 votes per share. Uncertificated shares will only be transferable with common stock transfers. Unused shares will be automatically redeemed, and further details will be included in a Form 8-K filed with the SEC.

Positive

• Declaration of a dividend in Series F Preferred Stock enhances shareholder value.
• Voting rights associated with Series F Preferred Stock may empower shareholders in key decisions.

Negative

• The nature of the reverse stock split may lead to concerns regarding dilution and share value.
• Uncertificated shares may limit liquidity for some shareholders.

BOCA RATON, Fla., Nov. 25, 2022 (GLOBE NEWSWIRE) -- First Wave BioPharma, Inc. (NASDAQ: FWBI) (“First Wave BioPharma” or the “Company”), a clinical-stage biopharmaceutical company specializing in the development of targeted, non-system therapies for gastrointestinal diseases, today announced that its Board of Directors declared a dividend of 0.001 of a share of newly-designated Series F Preferred Stock, par value $0.0001 per share, for each outstanding share of the Company’s common stock held of record as of 5:00 p.m. Eastern Time on December 5, 2022. The outstanding shares of Series F Preferred Stock will vote together with the outstanding shares of the Company’s common stock, as a single class, exclusively with respect to a reverse stock split, as well as any proposal to adjourn any meeting of stockholders called for the purpose of voting on the reverse stock split, and will not be entitled to vote on any other matter, except to the extent required under the Delaware General Corporation Law. Subject to certain limitations, each outstanding share of Series F Preferred Stock will have 1,000,000 votes per share (or 1,000 votes per 0.001 of a share of Series F Preferred Stock).

All shares of Series F Preferred Stock that are not present in person or by proxy at the meeting of stockholders held to vote on the reverse stock split as of immediately prior to the opening of the polls at such meeting will automatically be redeemed by the Company. Any outstanding shares of Series F Preferred Stock that have not been so redeemed will be redeemed if such redemption is ordered by the Company’s Board of Directors or automatically upon the effectiveness of the amendment to the Company’s certificate of incorporation effecting the reverse stock split.

The Series F Preferred Stock will be uncertificated, and no shares of Series F Preferred Stock will be transferable by any holder thereof except in connection with a transfer by such holder of any shares of the Company’s common stock held by such holder. In that case, a number of one one-thousandths (1/1000ths) of a share of Series F Preferred Stock equal to the number of shares of the Company’s common stock to be transferred by such holder would be transferred to the transferee of such shares of common stock.

Further details regarding the Series F Preferred Stock will be contained in a Form 8-K to be filed by the Company with the Securities and Exchange Commission.

About First Wave BioPharma, Inc.

First Wave BioPharma is a clinical-stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases. The Company is currently advancing a therapeutic development pipeline with multiple clinical stage programs built around its two proprietary technologies – the biologic adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients, and niclosamide, an oral small molecule with anti-inflammatory properties. First Wave is advancing two Phase 2 clinical programs built around adrulipase for the treatment of exocrine pancreatic insufficiency (FW-EPI) in patients with cystic fibrosis (CF) and chronic pancreatitis (CP). In developing adrulipase, First Wave is seeking to provide CF and CP patients with a safe and effective therapy to control EPI that is non-animal derived and offers the potential to dramatically reduce their daily pill burden. The company is also advancing multiple programs involving niclosamide, including FW-UP for ulcerative proctitis and ulcerative proctosigmoiditis, FW-UC for ulcerative colitis, and FW-CD for Crohn’s disease. First Wave BioPharma is headquartered in Boca Raton, Florida. For more information visit www.firstwavebio.com.

Forward-Looking Statements

This press release may contain certain statements relating to future results which are forward-looking statements. It is possible that the Company’s actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including risks and uncertainties related to market conditions; whether results obtained in preclinical and nonclinical studies and clinical trials will be indicative of results obtained in future clinical trials; whether preliminary or interim results from a clinical trial will be indicative of the final results of the trial; whether the Company will be able to regain and maintain compliance with Nasdaq’s continued listing criteria; the size of the potential markets for the Company’s drug candidates and its ability to service those markets; the effects of the First Wave Bio, Inc. acquisition, the related settlement and their effect on the Company’s business, operating results and financial prospects; and the Company’s current and future capital requirements and its ability to raise additional funds to satisfy its capital needs. Additional information concerning the Company and its business, including a discussion of factors that could materially affect the Company’s financial results are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors,” as well as the Company’s subsequent filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.

For more information:
First Wave BioPharma, Inc.
777 Yamato Road, Suite 502
Boca Raton, FL 33431
Phone: (561) 589-7020
info@firstwavebio.com

Media contact:
Tiberend Strategic Advisors, Inc.
Bill Borden
(732) 910-1620
bborden@tiberend.com

Dave Schemelia
(609) 468-9325
dschemelia@tiberend.com

FAQ

What dividend did First Wave BioPharma declare for FWBI shareholders?

First Wave BioPharma declared a dividend of 0.001 of a share of Series F Preferred Stock for each outstanding share of common stock held as of December 5, 2022.

What is the voting power of Series F Preferred Stock in FWBI?

Each share of Series F Preferred Stock will have 1,000,000 votes per share regarding a reverse stock split.

When will the Series F Preferred Stock dividend be effective?

The dividend will be effective for common shareholders of record as of 5:00 p.m. Eastern Time on December 5, 2022.