Proteostasis Therapeutics, Inc. Stockholders Approve Business Combination with Yumanity Therapeutics, Inc.; Board Sets Reverse Stock Split Ratio
BOSTON, Dec. 22, 2020 /PRNewswire/ --Proteostasis Therapeutics, Inc.. ("Proteostasis") (Nasdaq: PTI) announced today that, based on the final vote count certified by the inspector of elections at its reconvened special meeting of stockholders held at 9:00 a.m. Eastern Time on December 22, 2020 (the "Special Meeting"), its stockholders approved all of the proposals related to the merger (the "Merger") as contemplated by the Agreement and Plan of Merger and Reorganization, dated August 22, 2020, as amended, by and among Proteostasis, Yumanity Holdings, LLC ("Holdings"), Yumanity Therapeutics, Inc. ("Yumanity"), a wholly-owned subsidiary of Holdings, and Pangolin Merger Sub, a wholly-owned subsidiary of Proteostasis ("Merger Sub") (the "Merger Agreement"), including (i) the issuance of Proteostasis common stock in the Merger in accordance with the terms of the Merger Agreement; (ii) a reverse stock split of Proteostasis common stock, at a ratio of one new share for every 20 to 30 shares outstanding, with the exact ratio and effective time of the reverse stock split to be determined by the Proteostasis board of directors and publicly announced by press release; and (iii) an amendment to the Proteostasis certificate of incorporation to effect the change of name from "Proteostasis Therapeutics, Inc." to "Yumanity Therapeutics, Inc." Also approved was the compensation that will or may become payable by Proteostasis to its named executive officers in connection with the Merger, on a non-binding advisory vote basis.
Proteostasis' Board of Directors has determined to effect a reverse stock split of the Proteostasis common stock at a ratio of 1-for-20. Therefore, every 20 shares of Proteostasis common stock issued and outstanding immediately prior to the effective time of the reverse stock split will automatically be combined at the effective time into one fully paid and nonassessable share of Proteostasis common stock. The reverse stock split is expected to become effective at 12:00 p.m. Eastern Time on December 22, 2020.
Subject to the satisfaction of customary closing conditions, the Merger is expected to close shortly following the effectiveness of the reverse stock split. Assuming effectiveness of the reverse stock split and closing of the Merger, Proteostasis will be renamed Yumanity Therapeutics, Inc. and Yumanity's common stock will commence trading on the Nasdaq Capital Market on a post-reverse stock split basis under the new symbol "YMTX" on, December 23, 2020. The CUSIP number for Yumanity's common stock will be 98872L 102.
About Yumanity Therapeutics
For more information, please visit www.yumanity.com.
About Proteostasis Therapeutics, Inc.
Proteostasis Therapeutics, Inc. is a clinical stage biopharmaceutical company headquartered in Boston, MA. For more information, visit www.proteostasis.com.
Forward Looking Statements
This press release contains forward-looking statements based upon Yumanity's and Proteostasis' current expectations. Forward-looking statements involve risks and uncertainties, and include, but are not limited to, the timing of the closing of the Merger, the satisfaction of the conditions to closing the Merger, including the consummation of the reverse stock split and commencement of trading on the Nasdaq Capital Market under the symbol "YMTX"; the timing and results of planned preclinical studies or clinical trials of Yumanity's product candidates; the continued development of Yumanity's clinical pipeline; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; Yumanity having sufficient resources to advance its pipeline; and other statements that are not historical fact. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation: (i) the risk that the conditions to the closing of the proposed Merger are not satisfied; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Proteostasis and Yumanity to consummate the transaction; and (iii) other risks and uncertainties are more fully described in periodic filings with the Securities and Exchange Commission (the "SEC"), including the factors described in the section titled "Risk Factors" in Proteostasis' definitive proxy statement/prospectus/information statement, filed with the SEC on September 23, 2020, and in other filings that Proteostasis makes and will make with the SEC in connection with the proposed transactions. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. Proteostasis and Yumanity expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
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SOURCE Proteostasis Therapeutics, Inc.
Company Codes: NASDAQ-NMS:PTI, NASDAQ-CM:YMTX