SQZ Biotechnologies to Consolidate Shares with 1-for-10 Reverse Stock Split
June 15 2023 - 3:30PM
Business Wire
Company Received Notice Regarding NYSE
Continued Listing Standards Section 802.01B
SQZ Biotechnologies Company (NYSE: SQZ) (the “Company” or
“SQZ”), focused on unlocking the full potential of cell therapies,
today announced that its Board of Directors (the “Board”) has
approved a 1-for-10 reverse stock split ("reverse split") of its
common stock, par value $0.001 per share ("Common Stock"), that is
expected to become effective on Thursday, July 6, 2023 at 5:00 p.m.
Eastern Time (the “Effective Date”). The Company’s common stock is
expected to begin trading on a split-adjusted basis on the New York
Stock Exchange (“NYSE”) on July 7, 2023, under the existing symbol
"SQZ" and new CUSIP number 78472W203.
The reverse split was approved by the Company’s stockholders at
its 2023 annual meeting of stockholders, held on June 14, 2023,
with the final ratio determined by the Board.
The reverse split will affect all issued and outstanding shares
of Common Stock. As a result of the reverse split, every 10 shares
of Common Stock issued and outstanding as of the Effective Date
will be automatically combined into one share of Common Stock. No
fractional shares will be issued as a result of the reverse split.
Instead, each stockholder will be entitled to receive a cash
payment in lieu of fractional shares. The cash payment to be paid
will be equal to the fraction of a share to which the stockholder
would otherwise be entitled multiplied by the closing price per
share as reported by the NYSE (as adjusted to give effect to the
reverse split) on the Effective Date. The reverse split affects all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s outstanding common stock,
except for adjustments that may result from the treatment of
fractional shares.
As a result of the reverse split, proportionate adjustments will
be made to the number of shares of the Company’s common stock
underlying the Company’s outstanding equity awards and the number
of shares issuable under the Company’s equity incentive plans and
existing agreements, as well as the exercise price and/or any stock
price goals, as applicable.
Additionally, the Company reports that on June 12, 2023, it
received written notice (the “NYSE Notification”) from the NYSE
that the Company is not in compliance with Section 802.01B of the
NYSE Listed Company Manual because its average global market
capitalization over a consecutive 30 day trading day period was
less than $50 million and, at the same time, its last reported
stockholders’ equity was less than $50 million.
The Company plans to notify the NYSE that it intends to submit a
plan to cure the deficiency and to return to compliance with the
NYSE continued listing standards. As required by NYSE, within 45
days of the Company’s receipt of the NYSE Notification, the Company
plans to submit a business plan advising the NYSE of the definitive
action(s) the Company is taking or plans to take that would bring
it into compliance with NYSE continued listing standards within 18
months of receipt of the NYSE Notification (the “Cure Period”).
Pursuant to applicable NYSE rules, the NYSE will review the plan
and, within 45 days of its receipt, determine whether the Company
has made a reasonable demonstration of an ability to conform to the
relevant standards during the Cure Period.
The NYSE Notification has no immediate impact on the listing of
the Common Stock. If the NYSE accepts the plan, the Common Stock
will continue to be listed and traded on the NYSE during the Cure
Period, subject to the Company’s compliance with the continued
listing standards of the NYSE and NYSE’s review of the Company’s
progress with respect to its plan. If the plan is not submitted on
a timely basis or is not accepted by the NYSE, the NYSE could
initiate delisting proceedings.
About SQZ Biotechnologies
SQZ Biotechnologies is a clinical-stage biotechnology company
focused on unlocking the full potential of cell therapies. The
Company’s proprietary Cell Squeeze® technology offers the unique
ability to deliver multiple biological materials into many patient
cell types to engineer what the Company believes can be a broad
range of potential therapeutics. The Company’s goal is to create
well-tolerated cell therapies that can provide therapeutic benefit
for patients and improve the patient experience over existing cell
therapy approaches. With production timelines under 24 hours and
the opportunity to eliminate preconditioning and lengthy hospital
stays, the Company believes its approach could change the way
people think about cell therapies. For more information, please
visit www.sqzbiotech.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based upon current plans, estimates and
expectations of management that are subject to various risks and
uncertainties that could cause actual results to differ materially
from such statements. The inclusion of forward-looking statements
should not be regarded as a representation that such plans,
estimates and expectations will be achieved. Words such as
“anticipate,” “expect,” “project,” “intend,” “believe,” “may,”
“will,” “should,” “plan,” “could,” “may,” “continue,” “target,”
“contemplate,” “estimate,” “forecast,” “guidance,” “predict,”
“possible,” “potential,” “pursue,” “likely,” and similar
expressions are intended to identify forward-looking statements,
though not all forward-looking statements use these words or
expressions. All statements, other than historical facts, including
statements regarding the Company’s reverse stock split and timing
thereof, the NYSE’s continued listing standards, the Company’s
ability to return to and maintain compliance with these standards
and the Company’s plans to cure its market capitalization and/or
stockholders’ equity position are forward-looking statements. These
forward-looking statements are based on management's current
expectations. Actual results could differ from those projected in
any forward-looking statements due to several risk factors,
including but not limited to the important factors discussed under
the caption "Risk Factors" in the Company’s Annual Report on Form
10-K for the year ended December 31, 2022, and its other filings
with the U.S. Securities and Exchange Commission. Any
forward-looking statements represent management's estimates as of
this date and the Company undertakes no duty to update these
forward-looking statements, whether as a result of new information,
the occurrence of current events, or otherwise, unless required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230615192823/en/
SQZ Biotechnologies Investor and Media Relations: Mike
Kaiser michael.kaiser@sqzbiotech.com 857-760-0398
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