Talis Biomedical Announces 1-For-15 Reverse Stock Split

Author: Happy Mohamed | July 05, 2023 08:06am

Talis Biomedical Corporation (NASDAQ:TLIS), a diagnostic company dedicated to advancing health equity and outcomes through the delivery of accurate infectious disease testing in the moment of need, at the point of care, today announced that it will effect a 1-for-15 reverse stock split of the Company's issued and outstanding common stock, par value $0.0001 per share (the "Reverse Stock Split"), effective at 5:00 p.m. Eastern time on July 5, 2023 (the "Effective Time"). The Company's common stock will begin trading on a reverse stock split adjusted basis on The Nasdaq Capital Market at market open on July 6, 2023.
 

At the Company's annual meeting of the stockholders held on June 9, 2023, the Company's stockholders approved a proposal to authorize a reverse stock split by a ratio of between 1-for-10 to 1-for-15, with such ratio to be determined at the discretion of the Company's board of directors (the "Board") on or before July 7, 2023. On June 26, 2023, the Board approved the 1-for-15 reverse split ratio, and the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split.

The Reverse Stock Split is primarily intended to increase the Company's per share market price of its common stock to regain compliance with the minimum per share bid price requirement for continued listing on The Nasdaq Capital Market. The Company's common stock will continue to trade on The Nasdaq Capital Market under the trading symbol "TLIS," but will trade under the following new CUSIP number: 87424L207.

As a result of the Reverse Stock Split, every 15 shares of the Company's issued and outstanding common stock will be automatically combined into one new share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fraction of a share resulting from the Reverse Stock Split will be converted to one whole share of common stock in lieu of such fractional shares. The par value per share of common stock will remain unchanged at $0.0001. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company's outstanding stock options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company's equity incentive plans. The Reverse Stock Split will not alter stockholders' percentage ownership interest in the Company, except to the extent that the Reverse Stock Split results in fractional ownership as described above. The Reverse Stock Split will not change the authorized number of shares of the Company's common stock, and will reduce the number of issued and outstanding shares of the Company's common stock from approximately 26.9 million to approximately 1.8 million.

The Company's transfer agent, Broadridge Financial Solutions, Inc., will serve as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in "street name" will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each broker's particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders holding shares of the Company's common stock in certificate form will receive a transmittal letter from Broadridge with instructions as soon as practicable after the Effective Time.

Posted In: TLIS