Vaccinex, Inc. Announces Reverse Stock Split
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Insights
The reverse stock split announced by Vaccinex, Inc. is a strategic financial maneuver aimed at addressing the Nasdaq's minimum bid price requirement. This action is typically deployed by companies facing delisting due to their stock price trading below the $1 threshold. By consolidating shares, the company expects to boost its share price above this level, thus maintaining its listing on the exchange.
An immediate implication for investors is the potential increase in market confidence, which may stem from the adherence to Nasdaq's standards. However, such corporate actions are often met with mixed reactions, as they do not address underlying business performance issues. While the reverse split does not affect the company's valuation, it may impact liquidity and market perception. Investors should monitor the stock's performance post-split to assess market sentiment.
It is also noteworthy that the reverse split does not alter the total number of authorized shares, which suggests that Vaccinex may retain flexibility for future equity financing. The adjustment of equity incentive plans and the exercise prices of outstanding options is a routine procedure following a reverse split and ensures that the interests of employees and option holders are preserved.
A reverse stock split can influence investor perception and can be indicative of a company's efforts to improve its market standing. For Vaccinex, which operates in the high-stakes biotechnology sector, maintaining a favorable image is crucial for attracting investment and partnership opportunities.
Historically, reverse stock splits have had varied outcomes on stock performance, with some companies experiencing a temporary uplift in share prices, while others may continue to struggle if the underlying business challenges are not resolved. The market's response to Vaccinex's reverse stock split will largely depend on its ongoing clinical advancements and pipeline success.
Furthermore, the proportional adjustment of shares available for issuance under equity incentive plans may reflect an attempt to align employee interests with those of shareholders post-split. This could have implications for employee retention and motivation, particularly in a competitive industry where talent is a key asset.
From a legal standpoint, the reverse stock split by Vaccinex adheres to the regulatory framework set by Nasdaq, which requires a minimum bid price for continued listing. The company's compliance with stockholder approval and the filing of a Certificate of Amendment demonstrates adherence to corporate governance standards and SEC regulations.
Additionally, the rounding up of fractional shares to whole shares is a legal accommodation to avoid the issuance of fractional stock, which can be cumbersome for both the company and shareholders. This approach simplifies the post-split share structure and avoids the need for the company to pay cash in lieu of fractional shares.
It is important for the company to ensure that all communications and transactions related to the reverse stock split are transparent and equitable to protect shareholder interests and prevent potential legal disputes. The role of Computershare, Inc. as the exchange agent is critical in facilitating a smooth transition for shareholders during this corporate action.
ROCHESTER, N.Y., Feb. 15, 2024 (GLOBE NEWSWIRE) -- Vaccinex, Inc., (NASDAQ: VCNX), a clinical-stage biotechnology company pioneering a differentiated approach to treating neurodegenerative disease and cancer through the inhibition of SEMA4D, today announced that it will effect a 1-for-14 reverse stock split of its issued common stock, effective at 5:00 p.m. Eastern Time on Monday, February 19, 2024. Beginning Tuesday, February 20, 2024, the Company's common stock will trade on a split-adjusted basis.
At the Company's Special Meeting of Stockholders held on February 8, 2024, the Company's stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio of 1-for-4, 1-for-6, 1-for-8, 1-for-10, 1-for-12, and 1-for-14, as to be determined by the Company's Board of Directors. The Board of Directors approved a 1-for-14 reverse split ratio, and on Wednesday, February 14, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect the reverse stock split effective as of 5:00 p.m. Eastern Time on Monday, February 19, 2024 (the “Effective Time”).
The Company's Board of Directors implemented the reverse stock split with the objective of regaining compliance with the
The Company's shares of common stock will continue to trade on The Nasdaq Capital Market under the symbol "VCNX." The new CUSIP number for the Company's common stock post-reverse stock split is 918640301.
As a result of the reverse stock split, every fourteen shares of the Company’s common stock will automatically be combined into one share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company’s equity, except to the extent that the reverse stock split results in any of our stockholders receiving whole shares in lieu of fractional shares, as discussed below. Any fraction of a share of common stock that would be created as a result of the reverse stock split will be rounded up to the next whole share. There will not be a reduction in the total number of authorized shares of common stock.
As of the Effective Time, the number of shares of common stock available for issuance under the Company’s equity incentive plans and issuable pursuant to equity awards immediately prior to the reverse stock split will be proportionately adjusted by the reverse stock split. The exercise prices of the Company’s outstanding options will be adjusted in accordance with their respective terms.
The combination of, and reduction in, the number of issued shares of common stock as a result of the reverse stock split will occur automatically at the Effective Time without any additional action on the part of our stockholders. The Company's transfer agent, Computershare, Inc., is acting as the exchange agent for the reverse stock split and will send stockholders a transaction statement indicating the number of shares of common stock stockholders hold after the reverse stock split. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. Additional information regarding the reverse stock split is available on the Form 8-K filed today, as well as in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 8, 2024, a copy of which is available at www.sec.gov and on the Company's website.
About Vaccinex Inc.
Vaccinex, Inc. is pioneering a differentiated approach to treating slowly progressive neurodegenerative diseases and cancer through the inhibition of semaphorin 4D (SEMA4D). The Company’s lead drug candidate, pepinemab, blocks SEMA4D, a potent biological effector that it believes triggers damaging inflammation in chronic diseases of the brain and prevents immune infiltration into tumors. In neurodegenerative diseases, pepinemab is being studied as a monotherapy in the Phase 1/2a SIGNAL-AD study in Alzheimer’s Disease, with ongoing exploration of potential Phase 3 development in Huntington’s disease. In oncology, pepinemab is being evaluated in combination with KEYTRUDA® in the Phase 1b/2 KEYNOTE-B84 study in recurrent or metastatic head and neck cancer (HNSCC) and in combination with BAVENCIO® in a Phase 1b/2 study, supported by funding from Gateway Discovery Foundation, in patients with metastatic pancreatic adenocarcinoma (PDAC). The oncology clinical program also includes several investigator-sponsored studies in solid tumors including breast cancer and melanoma.
Forward-Looking Statements
To the extent that statements contained in this press release are not descriptions of historical facts regarding Vaccinex, Inc. (“Vaccinex,” “we,” “us,” or “our”), they are forward-looking statements reflecting management’s current beliefs and expectations. Such statements include, but are not limited to, statements about our plans, expectations and objectives with respect to the results and timing of the reverse stock split, the effect the reverse stock split will have on the Company’s ability to regain compliance with the Nasdaq Listing standards, and other statements identified by words such as “will,” “objective,” and similar expressions or their negatives (as well as other words and expressions referencing future events, conditions, or circumstances). Forward-looking statements involve substantial risks and uncertainties that could cause the outcome of our research and pre-clinical development programs, clinical development programs, future results, performance, or achievements to differ significantly from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, uncertainties inherent in the execution, cost and completion of preclinical studies and clinical trials, that interim and preliminary data may not be predictive of final results and does not ensure success in later clinical trials, uncertainties related to regulatory approval, risks related to our dependence on our lead product candidate pepinemab, the impact of the COVID-19 pandemic, the possible delisting of our common stock from NASDAQ if we are unable to regain compliance with the NASDAQ listing standards, and other matters that could affect our development plans or the commercial potential of our product candidates. Except as required by law, we assume no obligation to update these forward-looking statements. For a further discussion of these and other factors that could cause future results to differ materially from any forward-looking statement, see the section titled “Risk Factors” in our periodic reports filed with the Securities and Exchange Commission (“SEC”) and the other risks and uncertainties described in the Company’s annual year-end Form 10-K and subsequent filings with the SEC.
Investor Contact
Elizabeth Evans, PhD
Chief Operating Officer, Vaccinex, Inc.
(585) 271-2700
eevans@vaccinex.com
FAQ
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