SQZ Biotechnologies to Consolidate Shares with 1-for-10 Reverse Stock Split
Company Received Notice Regarding NYSE Continued Listing Standards Section 802.01B
WATERTOWN, Mass.--(BUSINESS WIRE)-- 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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