Singular Genomics Announces 1-for-30 Reverse Stock Split
Singular Genomics Systems (Nasdaq: OMIC) announced a 1-for-30 reverse stock split effective June 26, 2024, at 12:01 a.m. Eastern Time. The company's common stock will trade on a split-adjusted basis under the current symbol 'OMIC'. The new CUSIP number will be 82933R 308. This move aims to regain compliance with Nasdaq's minimum bid price requirement. Approved by stockholders on May 29, 2024, the split will convert 30 existing shares into one new share, reducing outstanding shares from 74.7 million to approximately 2.5 million. Authorized shares remain at 400 million, and the par value stays at $0.0001 per share. No fractional shares will be issued; instead, they will be rounded up to the nearest whole share. The reverse split does not affect Series A Preferred Stock or the proportional conversion ratio. Continental Stock Transfer & Trust Company will manage the exchange, with stockholders receiving information regarding their adjusted holdings.
- Reverse stock split aims to regain compliance with Nasdaq's minimum bid price requirement.
- No change to the number of authorized shares, which remains at 400 million.
- No change to the par value of common stock, maintaining at $0.0001 per share.
- Holders of fractional shares will receive an additional fraction to round up to the next whole share.
- Reverse stock split reduces the number of outstanding common shares from 74.7 million to approximately 2.5 million.
- The reverse split could signal financial difficulties, potentially impacting investor confidence.
Insights
The announcement of a 1-for-30 reverse stock split by Singular Genomics Systems, Inc. is a significant move intended to address the company's need to regain compliance with Nasdaq's minimum bid price requirement. A reverse stock split is often perceived as a last-resort measure to avoid delisting, which can have mixed implications for investors.
In the short term, the reduced number of outstanding shares (from approximately 74.7 million to about 2.5 million) may artificially inflate the share price. However, this cosmetic change does not affect the company's underlying fundamentals or market capitalization, merely adjusting the number of shares and their individual prices.
It's important to note that the reverse split does not change the number of authorized shares, remaining at 400 million, or the par value of the common stock at $0.0001 per share. This detail suggests that the company might still be positioning itself to issue additional shares in the future, potentially leading to dilution for existing shareholders.
For retail investors, understanding the difference between the technical adjustment of share prices through a reverse split and genuine financial health improvements is critical. While the reverse split may prevent an immediate delisting, it does not address the root causes of the low stock price, such as profitability, revenue growth, or operational challenges.
A reverse stock split like this often reflects a company's struggle to maintain its listing status, which can be a red flag for investors. The fact that Singular Genomics is resorting to this measure indicates it faces significant hurdles in its market performance. However, this move can also be seen as a proactive step to maintain visibility and credibility in the marketplace.
From a market perspective, the reverse split will create a new CUSIP number (82933R 308) and adjust all outstanding equity-based awards proportionately. This ensures that the company's structural integrity remains intact during the transition. Yet, it also underscores how Singular Genomics must navigate financial and operational issues to restore investor confidence.
Investors should monitor how the market reacts post-split. Often, there may be volatility as traders adjust to the new share price and reassess their positions. Long-term prospects will depend heavily on Singular Genomics' future business performance and strategic initiatives beyond this reverse split.
SAN DIEGO, June 21, 2024 (GLOBE NEWSWIRE) -- Singular Genomics Systems, Inc. (Nasdaq: OMIC), a company leveraging novel next-generation sequencing (NGS) and spatial multiomics technologies to empower researchers and clinicians, today announced that on June 26, 2024, effective at 12:01 a.m. Eastern Time, it will effectuate a 1-for-30 reverse split of its common stock. The Company’s common stock will begin trading on a split-adjusted basis when the market opens on June 26, 2024 under its current trading symbol “OMIC”. The CUSIP number of the Company’s common stock following the reverse stock split will be 82933R 308.
The reverse stock split is intended to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The reverse stock split was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on May 29, 2024, with the final ratio determined by the Company’s Board of Directors.
The Company plans to file an amendment to its certificate of incorporation with the Secretary of State of Delaware on or around June 25, 2024. The reverse stock split will not reduce the number of authorized shares of the Company’s common stock, which will remain at 400,000,000, and will not change the par value of its common stock, which will remain at
The 1-for-30 reverse stock split will automatically convert 30 shares of the Company’s common stock into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. Holders of common stock otherwise entitled to a fractional share because of the reverse stock split will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. The reverse stock split will reduce the number of shares of outstanding common stock from approximately 74.7 million shares to approximately 2.5 million shares. The reverse stock split will not reduce the number of shares of the Company’s Series A Preferred Stock outstanding, which will remain at 2,500 shares but will be subject to a proportional conversion ratio adjustment. Additionally, outstanding equity-based awards and other outstanding equity rights will be proportionately adjusted.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, will act as the exchange agent for the reverse stock split. Stockholders of record will receive information from Continental regarding their stock ownership following the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, with such adjustment subject to each bank, broker or other nominee’s particular processes. Continental can be reached at (212) 509-4000 to answer any questions.
Additional information concerning the reverse stock split can be found in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 18, 2024 and in the Company’s current report on Form 8-K filed with the SEC on May 30, 2024.
About Singular Genomics Systems, Inc.
Singular Genomics is a life science technology company that develops next-generation sequencing and multiomics technologies. The commercially available G4® Sequencing Platform is a powerful, highly versatile benchtop genomic sequencer designed to produce fast and accurate results. In addition, the company is currently developing the G4X™ Spatial Sequencer, which will leverage Singular’s proprietary sequencing technology, applying it as an in situ readout for transcriptomics, proteomics and fluorescent H&E in tissue, with spatial context and on the same platform as the G4. Singular Genomics’ mission is to empower researchers and clinicians to advance science and medicine. Visit www.singulargenomics.com for more information.
Forward-looking Statements
Certain statements contained in this press release, other than historical information, constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements concerning expectations regarding the completion and the effect of the reverse stock split including its impact on the Company’s stock price and continued listing on the Nasdaq Capital Market. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect Singular Genomics’ results is included in its filings with the Securities and Exchange Commission (SEC), including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and future reports that Singular Genomics may file with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by Singular Genomics in this press release speaks only as of the day on which Singular Genomics makes it. Singular Genomics assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
Investor Contact
Philip Trip Taylor
Gilmartin Group
ir@singulargenomics.com
Media Contact
Matt Browning
pr@singulargenomics.com
FAQ
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