Zalicus Inc. ZLCS today announced that it has filed a
Certificate of Amendment to its Sixth Amended and Restated Certificate of
Incorporation, with the Secretary of State of the State of Delaware to effect
a 1-for-6 reverse stock split of Zalicus common stock, effective as of October
3, 2013 at 12:01 a.m. Eastern Time. The Certificate of Amendment to effect a
reverse stock split was approved by the company's stockholders at its Annual
Meeting of Stockholders held on June 6, 2013 and the specific 1-for-6 ratio
was subsequently approved by the Zalicus Board of Directors on September 18,
2013. The reverse stock split will reduce the number of shares of common stock
issued and outstanding from approximately 147.5 million to approximately 24.6
million. As a result of the reverse stock split, Zalicus expects to regain
compliance with the $1.00 per share minimum bid price requirement for
continued listing on The Nasdaq Capital Market.
As of October 3, 2013, the effective time of the reverse stock split, every
six shares of Zalicus pre-reverse stock split common stock were combined and
reclassified into one share of Zalicus common stock. Zalicus common stock will
begin trading on the Nasdaq Capital Market on a split-adjusted basis when the
market opens on October 3, 2013. The new CUSIP number for Zalicus common stock
following the reverse stock split is 98887C 204.
No fractional shares were issued in connection with the reverse stock split.
In accordance with the Certificate of Amendment filed with the State of
Delaware, Zalicus stockholders who would have otherwise been due a fractional
share will receive a cash payment instead of such fractional share determined
on the basis of the closing price of Zalicus common stock on the Nasdaq
Capital Market on October 2, 2013, the last business day before the effective
date of the reverse stock split.
For Zalicus stockholders with shares held in a brokerage account, the broker
will exchange the shares of common stock and the number of shares owned by the
Zalicus stockholder after the reverse stock split should then be reflected in
the Zalicus stockholder's account.
For Zalicus stockholders with shares held in book-entry form, Computershare
N.A., Zalicus's exchange agent, will automatically update the stockholder's
holding in the Direct Registration System and the Zalicus stockholder will
receive a statement of holdings reflecting new shares of common stock and
payment for any fractional shares.
If Zalicus stockholders hold shares in certificated form, a letter will be
provided from Computershare with further instructions, including how to send a
certificate(s) back to Computershare in exchange for a new certificate(s)
representing the post-split amount of shares.
Proportional adjustments will be made to Zalicus's outstanding warrants, stock
options and other equity awards and to the Zalicus equity compensation plans
to reflect the reverse stock split.
Additional information regarding the reverse stock split can be found in the
Zalicus's definitive proxy statement filed with the Securities and Exchange
Commission on April 29, 2013. Answers to frequently asked questions from
stockholders regarding the reverse stock split can be found at www.zalicus.com
in the Investors and Media Overview section.
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