VirtualScopics Announces 1-for-10 Reverse Stock Split
ROCHESTER, N.Y., Aug. 21, 2013
ROCHESTER, N.Y., Aug. 21, 2013 /PRNewswire/ --VirtualScopics, Inc. (NASDAQ:
VSCP), a leading provider of quantitative imaging, today announced today that
it has filed a Certificate of Amendment to its Certificate of Incorporation to
effect a 1-for-10 reverse stock split of its common stock, effective as of
August21, 2013, at 5:00 p.m. Eastern Time. A Certificate of Amendment to
effect a reverse stock split was approved by the Company's stockholders at its
Annual Meeting of Stockholders held on August13, 2013. The Company's
stockholders granted the Board authority to effectuate a reverse stock split
at a ratio of between 1-for-2 and 1-for-10, and the 1-for-10 ratio was
subsequently approved by the Company's Board of Directors. The shares of the
Company's common stock will continue to trade under the symbol "VSCP" on a
split-adjusted basis on the NASDAQ Capital Market on August22, 2013. A new
CUSIP number has been assigned to the Company's common stock as a result of
the reverse stock split.
As a result of the reverse stock split, each ten shares of the Company's
outstanding common stock will automatically be combined into one share,
without any change to the par value per share. In addition, the reverse stock
split will effect a proportionate adjustment to the per share exercise price
and number of shares issuable upon the exercise of outstanding warrants and
stock options and the vesting of restricted stock awards.
As a result of the reverse stock split, the Company expects its stock price to
increase proportionally. The reverse stock split is intended to help the
Company regain compliance with the minimum $1 bid price per share requirement
for continued listing on the NASDAQ Capital Market. The Company does not
believe that it will regain compliance by the August26, 2013, deadline set by
NASDAQ, and, as a result, the Company might receive a delisting notice from
NASDAQ. The Company plans to appeal any such notice, which would stay the
delisting pending the outcome of the appeal. The Company also plans to
continue working with NASDAQ during that time to regain compliance.
Continental Stock Transfer & Trust will act as the Company's Exchange Agent in
connection with the reverse stock split. Stockholders will receive the
notices, forms and instructions regarding the exchange of their pre-split
shares for post-split shares from the Exchange Agent or their broker. No
fractional shares will be issued in connection with the reverse stock split.
Stockholders who would otherwise be entitled to receive a fractional share
will receive cash in lieu of the fractional share.
Additional information regarding the reverse stock split can be found in the
Company's definitive proxy statement filed with the Securities and Exchange
Commission on July2, 2013.
About VirtualScopics, Inc.
VirtualScopics, Inc. is a leading provider of imaging solutions to accelerate
drug and medical device development. VirtualScopics has developed a robust
software platform for analysis and modeling of both structural and functional
medical images. In combination with VirtualScopics' industry-leading
experience and expertise in advanced imaging biomarker measurement, this
platform provides a uniquely clear window into the biological activity of
drugs and devices in clinical trial patients, allowing sponsors to make better
decisions faster. For more information about VirtualScopics, visit
The statements contained in this press release that are not purely historical
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended, and are intended to be covered by the safe harbors
created thereby. These forward-looking statements include, but are not limited
to, statements regarding the Company's ability to regain compliance with
NASDAQ listing standards and/or statements preceded by, followed by or that
include the words "believes," "could," "expects," "anticipates," "estimates,"
"intends," "plans," "projects," "seeks," or similar expressions.
Forward-looking statements deal with the Company's current plans, intentions,
beliefs and expectations. Investors are cautioned that all forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements. Many of these
risks and uncertainties are discussed in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2012, filed with the Securities
and Exchange Commission (the "SEC"), and in any subsequent reports filed with
the SEC, all of which are available at the SEC's website at www.sec.gov. All
forward-looking statements speak only as of the date of this press release and
the Company undertakes no obligation to update such forward-looking
CONTACTS: Company Contact:
President and CEO
500 Linden Oaks
Rochester, New York 14625
+1 585 249.6231
SOURCE VirtualScopics, Inc.
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