The reverse stock split was approved by the Company’s shareholders at a Special Meeting of Shareholders held on
The reverse stock split will reduce the number of outstanding shares of the Company’s common stock to approximately 8,241,054 shares, subject to adjustment due to the payment of cash in lieu of fractional shares. Proportionate adjustments will be made to the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding shares of convertible preferred stock, warrants, stock options, restricted stock units and other equity awards, and to the number of shares of common stock issuable under the Company’s equity incentive plans.
Information for Shareholders
As a result of the reverse stock split, each 20 shares of the Company’s common stock that are issued and outstanding immediately prior to the effectiveness of the split will be automatically combined and converted into one issued and outstanding share of common stock.
No fractional shares will be issued in connection with the reverse stock split. Shareholders who otherwise would be entitled to receive fractional shares will instead receive, upon surrender of stock certificates representing such shares of common stock, cash in an amount equal to the fraction of a share that shareholder otherwise would have been entitled to receive multiplied by the last sale price (as adjusted to reflect the reverse stock split) of the common stock as last reported on Nasdaq on the trading day preceding the effective date of the reverse stock split.
The reverse stock split will affect all shareholders uniformly and will not alter any shareholder’s relative interest in the Company’s equity securities, except to the extent that a shareholder receives a cash payment in lieu of any fractional shares. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock.
The Company’s transfer agent,
As soon as practicable after the effective time of the reverse stock split, the Company’s transfer agent will send to the registered address of each holder of common stock a transmittal letter, along with a statement of ownership indicating the number of post- split shares of the Company’s common stock held by such shareholder. If applicable, a check representing a cash payment in lieu of fractional shares will also be mailed to such shareholder’s registered address as soon as practicable after the effective time of the reverse stock split.
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DetermaIO™, DetermaCNI™, and VitaGraft™ are trademarks of
Oncocyte Forward Looking Statements
This press release contains forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts may be forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding the timing of the effectiveness of the reverse stock split and the Company’s continued listing on Nasdaq. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended
Investor Contact:
(949) 409-6770
jarno@oncocyte.com
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