Nabriva Therapeutics Announces Date of 1-for-25 Reverse Stock Split

Rhea-AI Summary

Nabriva Therapeutics plc (NASDAQ: NBRV) has announced a 1-for-25 reverse stock split effective September 16, 2022. This decision follows shareholder approval during the Annual General Meeting on August 11, 2022, aiming to comply with Nasdaq’s minimum $1.00 per share requirement. Post-split, the number of ordinary shares will decrease from approximately 69.7 million to about 2.8 million. The reverse split also affects authorized shares, reducing them from 300 million to 12 million. No fractional shares will be issued, and shareholders entitled to fractions will receive cash payments.

Positive

• Shareholder approval for the reverse stock split may enhance compliance with Nasdaq listing requirements.
• The stock split reduces the total number of shares outstanding, potentially increasing the stock price per share.

Negative

• The reverse stock split indicates existing share prices were below the Nasdaq minimum requirement of $1.00, reflecting potential financial struggles.

DUBLIN, Ireland and FORT WASHINGTON, Pa., Sept. 15, 2022 (GLOBE NEWSWIRE) --  Nabriva Therapeutics plc (NASDAQ: NBRV), a biopharmaceutical company engaged in the commercialization and development of innovative anti-infective agents to treat serious infections, today announced that it will effect a 1-for-25 reverse stock split of its outstanding ordinary shares, which will be effective for trading purposes on the Nasdaq Capital Market as of the commencement of trading on September 16, 2022.

At the Annual General Meeting of Shareholders on August 11, 2022, Nabriva Therapeutics’ shareholders approved, subject to and conditional upon the Board of Directors of Nabriva Therapeutics determining, in its sole discretion, that a reverse stock split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (Bid Price Rule), a reverse stock split (i.e., a consolidation of share capital under Irish law) whereby such number of authorized and unissued and authorized and issued shares in the capital of the Company as the Board of Directors of Nabriva Therapeutics may determine that is not less than 10 ordinary shares and not more than 25 ordinary shares be consolidated into one ordinary share of such nominal value as is proportionate to the determined consolidation ratio, which nominal value shall not be less than $0.10 each (nominal value) and not more than $0.25 each (nominal value), and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from the aforementioned nominal value (as reflects the share consolidation ratio chosen by the board of directors) to $0.01 each. Nabriva Therapeutics’ Board of Directors subsequently determined that the reverse stock split was necessary for the Company to comply with the Bid Price Rule and approved the implementation of the reverse stock split at a ratio of 1-for-25 ordinary shares.

Nabriva Therapeutics’ ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “NBRV” and the new CUSIP number for Nabriva Therapeutics’ ordinary shares following the reverse stock split is G63637 139. The reverse stock split will reduce the number of ordinary shares outstanding from approximately 69.7 million to approximately 2.8 million post-split and will also proportionately reduce the number of authorized ordinary shares from 300.0 million to 12.0 million. The reverse stock split will also apply to ordinary shares issuable upon the exercise of Nabriva Therapeutics’ outstanding restricted stock units, stock options and warrants with a proportional increase in the respective exercise prices, as applicable. No fractional ordinary shares will be issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional ordinary share will be entitled to receive a proportional cash payment.

Nabriva Therapeutics’ transfer agent, Computershare, which is also acting as the exchange agent for the reverse stock split, will provide instructions to shareholders regarding the process for exchanging physical share certificates. Shareholders holding their ordinary shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions. Additional information regarding the reverse stock split can be found in Nabriva Therapeutics’ definitive proxy statement filed with the Securities and Exchange Commission on July 11, 2022.

About Nabriva Therapeutics plc

Nabriva Therapeutics is a biopharmaceutical company engaged in the commercialization and development of innovative anti-infective agents to treat serious infections. Nabriva Therapeutics received U.S. Food and Drug Administration approval for XENLETA® (lefamulin injection, lefamulin tablets), the first systemic pleuromutilin antibiotic for community-acquired bacterial pneumonia (CABP). Nabriva Therapeutics is also developing CONTEPO™ (fosfomycin) for injection, a potential first-in-class epoxide antibiotic for complicated urinary tract infections (cUTI), including acute pyelonephritis. Nabriva entered into an exclusive agreement with subsidiaries of Merck & Co. Inc., Kenilworth, N.J., USA to market, sell and distribute SIVEXTRO® (tedizolid phosphate) in the United States and certain of its territories.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Nabriva Therapeutics, including but not limited to statements about the timing and effectiveness of the reverse stock split and Nabriva Therapeutics’ ability to satisfy Nasdaq’s continued listing standards and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: Nabriva Therapeutics’ ability to successfully execute its commercialization plans for XENLETA and SIVEXTRO and whether market demand for XENLETA and SIVEXTRO is consistent with its expectations, Nabriva Therapeutics’ ability to build and maintain a sales force for XENLETA and SIVEXTRO, the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities, the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or studies in different disease indications will be indicative of the results of ongoing or future trials, uncertainties associated with regulatory review of clinical trials and applications for marketing approvals, the availability or commercial potential of CONTEPO for the treatment of cUTI, the extent of business interruptions resulting from the COVID-19 pandemic or similar public health crises, the ability to retain and hire key personnel, the availability of adequate additional financing on acceptable terms or at all and such other important factors as are set forth in Nabriva Therapeutics’ annual and quarterly reports and other filings on file with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent Nabriva Therapeutics’ views as of the date of this press release. Nabriva Therapeutics anticipates that subsequent events and developments will cause its views to change. However, while Nabriva Therapeutics may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Nabriva Therapeutics’ views as of any date subsequent to the date of this press release.

CONTACTS:

For Investors
Kim Anderson
Nabriva Therapeutics plc
ir@nabriva.com

FAQ

What is the reason for Nabriva Therapeutics' reverse stock split?

Nabriva Therapeutics is implementing a reverse stock split to comply with Nasdaq's minimum $1.00 per share listing requirement.

When will the reverse stock split for Nabriva Therapeutics take effect?

The reverse stock split will take effect on September 16, 2022.

What will be the new share count after the reverse stock split for Nabriva Therapeutics?

Post-split, Nabriva Therapeutics will have approximately 2.8 million ordinary shares outstanding.

How will the reverse stock split affect my Nabriva Therapeutics shares?

Shareholders will see a proportional decrease in shares, and those entitled to fractional shares will receive cash payments.

What is the new CUSIP number for Nabriva Therapeutics shares after the reverse stock split?

The new CUSIP number for Nabriva Therapeutics' ordinary shares following the reverse stock split is G63637 139.