Spring Bank Pharmaceuticals Stockholders Approve Combination with F-star Therapeutics

Rhea-AI Summary

Spring Bank Pharmaceuticals (Nasdaq: SBPH) announced the approval of a 1-for-4 Reverse Stock Split, effective November 20, 2020. This decision follows a special stockholder meeting where stockholders also approved an exchange of shares with F-star Therapeutics Limited. The reverse stock split will reduce the outstanding shares, with four pre-split shares combining into one new share, and no fractional shares will be issued. Additionally, upon completion of the exchange, the company's name will change to F-star Therapeutics, Inc.

Positive

• None.

Negative

• The company is undergoing a significant structural change, which may indicate challenges in maintaining shareholder confidence.
• The need for a reverse stock split could signal underlying issues with stock price stability.

1-for-4 Reverse Stock Split to be Effective November 20, 2020

HOPKINTON, Mass., Nov. 19, 2020 (GLOBE NEWSWIRE) -- Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH) (“Spring Bank”), a clinical-stage biopharmaceutical company developing novel therapeutics for oncology and inflammatory diseases, announced that at its special meeting of stockholders held earlier today, Spring Bank’s stockholders approved the issuance of shares of Spring Bank common stock to holders of share capital of F-star Therapeutics Limited (“F-star”) in connection with its proposed combination with F-star (the “Exchange”). In connection with the Exchange, stockholders also approved a proposal to effect a reverse stock split of all outstanding shares of Spring Bank common stock at a reverse stock split ratio as mutually agreed to be Spring Bank and F-star in the range of one new share for every three to seven shares outstanding (or any number in between). Spring Bank and F-star have agreed that the exchange ratio for the reverse stock split will be one for every four shares of Spring Bank common stock outstanding (the “Reverse Stock Split”). The Reverse Stock Split will be effective for trading purposes as of the commencement of trading on Friday, November 20, 2020. At the special meeting, Spring Bank stockholders also approved a change of the corporate name of Spring Bank from “Spring Bank Pharmaceuticals, Inc.” to “F-star Therapeutics, Inc.” effective upon closing of the Exchange. It is anticipated that the closing of the Exchange will occur on November 20, 2020.

As a result of the Reverse Stock Split, the number of issued and outstanding shares of Spring Bank’s common stock immediately prior to the Reverse Stock Split will be reduced into a smaller number of shares, such that every 4 shares of Spring Bank’s common stock held by a stockholder immediately prior to the Reverse Stock Split will be combined and reclassified into one share of Spring Bank’s common stock. No fractional shares will be issued in connection with the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment equal to the product of such fraction to which the stockholder would otherwise be entitled multiplied by the closing price of Spring Bank’s common stock on the Nasdaq Capital Market on the last trading day prior to the Reverse Stock Split effective time (as adjusted to give effect to the Reverse Stock Split), rounded up to the nearest whole cent. The Reverse Stock Split will not affect the total number of authorized shares of Spring Bank common stock.

Forward-Looking Statements

This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning Spring Bank, F-star, the proposed Exchange, the satisfaction of applicable closing conditions, the effectiveness of the Reverse Stock Split and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Spring Bank or F-star as well as assumptions made by, and information currently available to, management of Spring Bank and F-star. Statements that are not historical facts are forward-looking statements. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the closing of the proposed Exchange are not satisfied; uncertainties as to the timing of the completion of the proposed Exchange; the ability of each of Spring Bank and F-star to complete the Exchange and other transactions contemplated thereby; and risks associated with the possible failure to realize certain anticipated benefits of the proposed Exchange, including with respect to future financial and operating results. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Spring Bank’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Spring Bank can give no assurance that the conditions to the Exchange will be satisfied. Except as required by applicable law, Spring Bank undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Source: Spring Bank Pharmaceuticals, Inc

Investors & Media:

Spring Bank Pharmaceuticals
Garrett Winslow
(508) 473-5993

FAQ

What is the purpose of the Reverse Stock Split for SBPH?

The Reverse Stock Split aims to reduce the number of outstanding shares of Spring Bank common stock, which may help enhance the stock's marketability.

When will the Reverse Stock Split for SBPH take effect?

The Reverse Stock Split will be effective for trading purposes starting November 20, 2020.

What changes are occurring with the company name of SBPH?

Spring Bank Pharmaceuticals will change its name to F-star Therapeutics, Inc. upon the closing of the exchange with F-star.

Will fractional shares be issued after the Reverse Stock Split for SBPH?

No fractional shares will be issued; stockholders entitled to fractional shares will receive a cash payment instead.

What were the stockholders' decisions during the special meeting on November 19, 2020?

Stockholders approved the Reverse Stock Split and the issuance of shares to F-star Therapeutics in connection with the Exchange.