Zalicus Announces 1-for-6 Reverse Stock Split
CAMBRIDGE, Mass. -- October 2, 2013
Zalicus Inc. (Nasdaq Capital Market: 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.
Zalicus Inc. (Nasdaq Capital Market: ZLCS) is a biopharmaceutical company that
discovers and develops novel treatments for patients suffering from pain.
Zalicus has a portfolio of proprietary clinical-stage product candidates
targeting pain such as Z160 and Z944 and has entered into multiple
revenue-generating collaborations with large pharmaceutical companies relating
to other products, product candidates and drug discovery technologies. Zalicus
applies its expertise in the discovery and development of selective ion
channel modulators and its combination high throughput screening capabilities
to discover innovative therapeutics for itself and its collaborators in the
areas of pain, inflammation, oncology and infectious disease. To learn more
about Zalicus, please visit www.zalicus.com.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 concerning Zalicus and
the implementation of its reverse stock split. These forward-looking
statements about future expectations, plans, objectives and prospects of
Zalicus and its product candidates may be identified by words like "believe,"
"expect," "may," "will," "should," "seek," “plan” or “could” and similar
expressions and involve significant risks, uncertainties and assumptions,
including risks related to the unproven nature of the Zalicus drug discovery
technologies, the Company's ability to obtain additional financing or funding
for its research and development, and those other risks that can be found in
the "Risk Factors" section of Zalicus' annual report on Form 10-K on file with
the Securities and Exchange Commission and the other reports that Zalicus
periodically files with the Securities and Exchange Commission. Actual results
may differ materially from those Zalicus contemplated by these forward-looking
statements. These forward-looking statements reflect management’s current
views and Zalicus does not undertake to update any of these forward-looking
statements to reflect a change in its views or events or circumstances that
occur after the date of this release except as required by law.
(c) 2013 Zalicus Inc. All rights reserved.
Justin Renz, CFO, 617-301-7575
Gina Nugent, 617-460-3579
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