Talis Biomedical Announces 1-for-15 Reverse Stock Split
05 July 2023 - 10:00PM
Talis Biomedical Corporation (Nasdaq: TLIS), a diagnostic company
dedicated to advancing health equity and outcomes through the
delivery of accurate infectious disease testing in the moment of
need, at the point of care, today announced that it will effect a
1-for-15 reverse stock split of the Company’s issued and
outstanding common stock, par value $0.0001 per share (the “Reverse
Stock Split”), effective at 5:00 p.m. Eastern time on July 5, 2023
(the “Effective Time”). The Company’s common stock will begin
trading on a reverse stock split adjusted basis on The Nasdaq
Capital Market at market open on July 6, 2023.
At the Company’s annual meeting of the stockholders held on June
9, 2023, the Company’s stockholders approved a proposal to
authorize a reverse stock split by a ratio of between 1-for-10 to
1-for-15, with such ratio to be determined at the discretion of the
Company’s board of directors (the “Board”) on or before July 7,
2023. On June 26, 2023, the Board approved the 1-for-15 reverse
split ratio, and the Company filed a certificate of amendment to
its Amended and Restated Certificate of Incorporation to effect the
Reverse Stock Split.
The Reverse Stock Split is primarily intended to increase the
Company’s per share market price of its common stock to regain
compliance with the minimum per share bid price requirement for
continued listing on The Nasdaq Capital Market. The Company’s
common stock will continue to trade on The Nasdaq Capital Market
under the trading symbol “TLIS,” but will trade under the following
new CUSIP number: 87424L207.
As a result of the Reverse Stock Split, every 15 shares of the
Company’s issued and outstanding common stock will be automatically
combined into one new share of common stock. No fractional shares
will be issued in connection with the Reverse Stock Split. Any
fraction of a share resulting from the Reverse Stock Split will be
converted to one whole share of common stock in lieu of such
fractional shares. The par value per share of common stock will
remain unchanged at $0.0001. Proportional adjustments will be made
to the number of shares of common stock issuable upon the exercise
of the Company’s outstanding stock options and restricted stock
units, and the number of shares authorized and reserved for
issuance pursuant to the Company’s equity incentive plans. The
Reverse Stock Split will not alter stockholders’ percentage
ownership interest in the Company, except to the extent that the
Reverse Stock Split results in fractional ownership as described
above. The Reverse Stock Split will not change the authorized
number of shares of the Company’s common stock, and will reduce the
number of issued and outstanding shares of the Company’s common
stock from approximately 26.9 million to approximately 1.8
million.
The Company’s transfer agent, Broadridge Financial Solutions,
Inc., will serve as the exchange agent for the Reverse Stock Split.
Registered stockholders holding pre-split shares of the Company’s
common stock electronically in book-entry form are not required to
take any action to receive post-split shares. Those stockholders
who hold their shares in brokerage accounts or in “street name”
will have their positions automatically adjusted to reflect the
Reverse Stock Split, subject to each broker’s particular processes,
and will not be required to take any action in connection with the
Reverse Stock Split. Stockholders holding shares of the Company’s
common stock in certificate form will receive a transmittal letter
from Broadridge with instructions as soon as practicable after the
Effective Time.
About Talis BiomedicalTalis Biomedical is
dedicated to advancing health equity and outcomes through the
delivery of accurate infectious disease testing in the moment of
need, at the point of care. The Company plans to develop and
commercialize innovative products on its sample-to-answer Talis
One® system to enable accurate, low cost, and rapid molecular
testing. For more information, visit talisbio.com.
Forward-Looking Statements This press release
may contain forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. Words such as
“may,” “might,” “will,” “would,” “should,” “believe,” “expect,”
“anticipate,” “could,” “estimate,” “continue,” “predict,”
“potential,” “forecast,” “project,” “plan,” “intend” or similar
expressions, or other words that convey uncertainty of future
events or outcomes can be used to identify these forward-looking
statements. Forward-looking statements include statements regarding
our intentions, beliefs, projections, outlook, analyses or current
expectations concerning, among other things, the Company’s
compliance with the minimum required for continued listing on The
Nasdaq Capital Market. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties
and other factors that could cause actual results and events to
differ materially and adversely from those indicated by such
forward-looking statements including, among others, the Company’s
ability to regain compliance with the per share bid price
requirement for continued listing on The Nasdaq Capital Market,
market conditions and their impact on the trading price of our
common stock and other risks and uncertainties that are described
more fully in the “Risk Factors” section and elsewhere in our
filings with the Securities and Exchange Commission and available
at www.sec.gov, including in our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. These statements are based upon
information available to us as of the date of this press release,
and while we believe such information forms a reasonable basis for
such statements, such information may be limited or incomplete, and
our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently
uncertain and investors are cautioned not to unduly rely upon these
statements. Any forward-looking statements that we make in this
announcement speak only as of the date of this press release, and
Talis Bio assumes no obligation to update forward-looking
statements whether as a result of new information, future events or
otherwise after the date of this press release, except as required
under applicable law.
Contact Media & InvestorsEmily
Faucetteefaucette@talisbio.com415-595-9407
Talis Biomedical (NASDAQ:TLIS)
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