SQZ Biotechnologies To Consolidate Shares With 1-For-10 Reverse Stock Split

Author: Benzinga Newsdesk | June 15, 2023 04:32pm

Company Received Notice Regarding NYSE Continued Listing Standards Section 802.01B

SQZ Biotechnologies Company (NYSE:SQZ) (the "Company" or "SQZ"), focused on unlocking the full potential of cell therapies, today announced that its Board of Directors (the "Board") has approved a 1-for-10 reverse stock split ("reverse split") of its common stock, par value $0.001 per share ("Common Stock"), that is expected to become effective on Thursday, July 6, 2023 at 5:00 p.m. Eastern Time (the "Effective Date"). The Company's common stock is expected to begin trading on a split-adjusted basis on the New York Stock Exchange ("NYSE") on July 7, 2023, under the existing symbol "SQZ" and new CUSIP number 78472W203.

The reverse split was approved by the Company's stockholders at its 2023 annual meeting of stockholders, held on June 14, 2023, with the final ratio determined by the Board.

The reverse split will affect all issued and outstanding shares of Common Stock. As a result of the reverse split, every 10 shares of Common Stock issued and outstanding as of the Effective Date will be automatically combined into one share of Common Stock. No fractional shares will be issued as a result of the reverse split. Instead, each stockholder will be entitled to receive a cash payment in lieu of fractional shares. The cash payment to be paid will be equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing price per share as reported by the NYSE (as adjusted to give effect to the reverse split) on the Effective Date. The reverse split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's outstanding common stock, except for adjustments that may result from the treatment of fractional shares.

As a result of the reverse split, proportionate adjustments will be made to the number of shares of the Company's common stock underlying the Company's outstanding equity awards and the number of shares issuable under the Company's equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable.

Additionally, the Company reports that on June 12, 2023, it received written notice (the "NYSE Notification") from the NYSE that the Company is not in compliance with Section 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 day trading day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million.

The Company plans to notify the NYSE that it intends to submit a plan to cure the deficiency and to return to compliance with the NYSE continued listing standards. As required by NYSE, within 45 days of the Company's receipt of the NYSE Notification, the Company plans to submit a business plan advising the NYSE of the definitive action(s) the Company is taking or plans to take that would bring it into compliance with NYSE continued listing standards within 18 months of receipt of the NYSE Notification (the "Cure Period"). Pursuant to applicable NYSE rules, the NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards during the Cure Period.

The NYSE Notification has no immediate impact on the listing of the Common Stock. If the NYSE accepts the plan, the Common Stock will continue to be listed and traded on the NYSE during the Cure Period, subject to the Company's compliance with the continued listing standards of the NYSE and NYSE's review of the Company's progress with respect to its plan. If the plan is not submitted on a timely basis or is not accepted by the NYSE, the NYSE could initiate delisting proceedings.

Posted In: SQZ