MELA Sciences Announces Pending One-for-Ten Reverse Stock Split
03 July 2014 - 10:00PM
MELA Sciences, Inc. (Nasdaq:MELA), developer of the MelaFind®
system, an optical diagnostic device approved for use in the U.S.
and the European Union to assist dermatologists in melanoma
diagnosis, today announced that its board of directors has approved
a one-for-ten reverse stock split of the Company's common stock to
become effective at 5 p.m., Eastern Time, July 9, 2014. The Company
will file an amendment to its Certificate of Incorporation on that
date as authorized by the stockholders at the Company's annual
meeting held on May 15, 2014. The Company's common stock is
expected to commence trading on a post-reverse stock split basis on
July 10, 2014. The common stock will continue to trade under
the symbol "MELA."
The reverse stock split is intended to increase the per share
trading price of the Company's common stock to satisfy the $1.00
minimum bid price requirement for continued listing on
the NASDAQ Capital Market. As a result of the reverse stock
split, every 10 shares of the Company's common stock issued and
outstanding at the effective time will automatically be combined
into one issued and outstanding share without any change in the par
value of those shares. In lieu of issuing fractional shares, the
Company will round fractions of shares up to the nearest whole
share.
The Company expects to have approximately 5.2 million post-split
shares outstanding as a result of the reverse stock split.
The number of authorized shares of the Company's common stock
also will be reduced to 50,000,000 shares as a result of the
amendment to the Certificate of Incorporation.
The number of shares of the Company's Series A Convertible
Preferred Stock outstanding will not be affected by the reverse
stock split. However, the number of shares of common stock into
which each outstanding share of Series A Convertible Preferred
Stock is convertible will be adjusted proportionately as a result
of the reverse stock split. All outstanding options and
warrants to purchase shares of the Company's common stock will be
adjusted proportionately and the maximum number of shares available
for grant under the Company's 2005 Stock Incentive Plan will be
adjusted proportionately as a result of the reverse stock
split. The maximum number of shares available for grant under
the Company's 2013 Stock Incentive Plan will remain the
same.
About MELA Sciences, Inc.
www.melasciences.com
MELA Sciences is a medical technology company dedicated to
designing and developing innovative software driven technology for
physician clinical use for the early detection and prevention of
skin cancer. MELA Sciences conducted the largest, positive
prospective study ever done on the melanoma disease, and is the
first and only medical technology company to receive both FDA
Pre-Market Approval (PMA) for the U.S. and CE Marking certification
for the European Union for their flagship product MelaFind®.
About MelaFind www.melafind.com
MelaFind® is the first and only FDA Pre-Market Approval (PMA)
for the U.S. and CE Marking certification for the European Union
medical device designed to assist dermatologists in the evaluation
and diagnosis of melanoma at its most curable stage. The MelaFind®
system utilizes innovative software driven technology and
state-of-the-art 3-D optical imaging to non-invasively extract data
2.5 mm below the skin surface from patient's ambiguous pigmented
moles and objectively analyzes them with proprietary algorithms.
MelaFind provides important additional perspective to physicians
via 3-D spectral images and 100% objective data analysis to help
them better understand the structural disorganization of a
patient's ambiguous pigmented moles (before cutting the skin)
during the evaluation and diagnosis process for melanoma.
Safe Harbor
This press release includes "forward-looking statements" within
the meaning of the Securities Litigation Reform Act of 1995. These
statements include but are not limited to the Company's plans,
objectives, expectations and intentions that suggest future events
and are often made through the use of words or phrases such as
"will," "anticipates," "scheduled," "expected," and "we believe" or
similar words and phrases. These statements, including the
effective date and the trading date of the reverse stock split and
the expected effect of the reverse stock split on the trading price
of the Company's common stock, are based on the Company's current
expectations and are subject to changes in circumstances and
uncertainties. Actual results may differ materially from the
Company's expectations due to financial, economic, business,
competitive, market, regulatory and political factors or conditions
affecting the Company and the medical device industry in general,
as well as more specific risks and uncertainties set forth in the
Company's SEC reports on Forms 10-Q and 10-K. Given such
uncertainties, any or all of these forward-looking statements may
prove to be incorrect. MELA Sciences assumes no duty to update its
forward-looking statements and urges investors to carefully review
its SEC disclosures available at www.sec.gov and
www.melasciences.com.
CONTACT: Media
Diana Garcia Redruello
MELA Sciences, Inc.
212-518-4226
dgarcia@melasciences.com
Investors
Andrew McDonald, Ph.D
LifeSci Advisors, LLC
646-597-6987
mela@lifesciadvisors.com
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