Auris Medical Announces Reverse Stock Split
Hamilton, Bermuda, April 30, 2019 (GLOBE NEWSWIRE) -- Auris Medical Holding Ltd. (NASDAQ: EARS), a clinical-stage company dedicated to developing therapeutics that address important unmet medical needs in neurotology and central nervous system disorders, today announced that its Board of Directors has approved a reverse stock split of its common shares at a ratio of 1-for-20. The reverse stock split is expected to become effective on May 1, 2019, and the shares to begin trading on the split-adjusted basis on the Nasdaq Capital Market under the Company's existing trading symbol "EARS". The new CUSIP number following the reverse stock split will be G07025201. The reverse stock split is primarily being effected to regain compliance with the $1.00 minimum bid price requirement for continued listing on NASDAQ.
As a result of the reverse stock split, every 20 shares of the Company's issued and outstanding common shares will automatically combine into one issued and outstanding share of common share. The reverse stock split will affect all shareholders uniformly and will not alter any shareholder's percentage ownership interest in the Company. Proportionate voting rights and other rights of shareholders will not be affected by the reverse stock split. The reverse stock split will also apply to common shares issuable upon the exercise of the Company's outstanding warrants. In accordance with the 1-for-20 ratio, the number of authorized common shares will be reduced to 10,000,000 common shares, while the par value will be increased to CHF 0.40 per common share. As a result of the reverse stock split, the number of common shares outstanding will be reduced from 38,095,859, to approximately 1,904,792 common shares, subject to rounding down of all fractional shares to the nearest whole share and the payment to shareholders of cash in lieu of such fractional shares.
No fractional shares will be issued as a result of the reverse stock split; shareholders who would otherwise hold a fractional share of the Company's common stock will receive cash in an amount equal to the product obtained by multiplying (i) the closing price of our common stock on the business day immediately preceding the effective date of the reverse share split as reported on the Nasdaq Capital Market, by (ii) the number of common shares held by the shareholder that would otherwise have been exchanged for the fractional share interest.
The Company's transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), will act as the exchange agent for the reverse stock split and will provide to shareholders of record, all of whom own their shares in book entry, updated statements of holding reflecting the reverse stock split. Banks, brokers or other nominees will be instructed by AST to effect the reverse stock split for their beneficial holders holding our common shares in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split.
Further information about the reverse stock split is provided in the Company’s form 6-K which is filed today with the Securities and Exchange Commission.
About Auris Medical
Auris Medical is a biopharmaceutical company dedicated to developing therapeutics that address important unmet medical needs in neurotology and mental health supportive care. The company is focused on the development of intranasal betahistine for the treatment of vertigo (AM-125) and for the prevention of antipsychotic-induced weight gain and somnolence (AM-201). These projects have gone through two Phase 1 trials and will move into proof-of-concept studies in 2019. In addition Auris Medical has two Phase 3 programs under development: Sonsuvi® (AM-111) for acute inner ear hearing loss and Keyzilen® (AM-101) for acute inner ear tinnitus. The Company was founded in 2003 and is headquartered in Hamilton, Bermuda with its main operations in Basel, Switzerland. The shares of Auris Medical Holding Ltd. trade on the NASDAQ Capital Market under the symbol “EARS.”
Forward-looking Statements
This press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Auris Medical’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements, such as the effect of the reverse split on the Company’s stock price and compliance with Nasdaq listing requirements, are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, but are not limited to, Auris Medical’s need for and ability to raise substantial additional funding to continue the development of its product candidates, the ability to pursue strategic partnering and non-dilutive funding for its Phase 3 programs, the results of Auris Medical’s review of strategic options and the outcome of any action taken as a result of such review, the timing and conduct of clinical trials of Auris Medical’s product candidates, the clinical utility of Auris Medical’s product candidates, the timing or likelihood of regulatory filings and approvals, Auris Medical’s intellectual property position and Auris Medical’s financial position, including the impact of any future acquisitions, dispositions, partnerships, license transactions or changes to Auris Medical’s capital structure, including future securities offerings. These risks and uncertainties also include, but are not limited to, those described under the caption “Risk Factors” in Auris Medical’s Annual Report on Form 20-F for the year ended December 31, 2018, and in Auris Medical's other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Auris Medical or to persons acting on behalf of Auris Medical are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Auris Medical does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
Investor contact:
Joseph Green
Edison Advisors for Auris Medical
646-653-7030
jgreen@edisongroup.com
or
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Source: Auris Medical AG