WARRINGTON, Pa., Jan. 21, 2016 /PRNewswire/ -- Discovery
Laboratories, Inc. (Nasdaq: DSCO) today announced that it
has filed a Certificate of Amendment ("Amendment") to its Amended
and Restated Certificate of Incorporation, as previously amended
("Certificate of Incorporation") to effect a consolidation, or
reverse stock split ("reverse split"), at a ratio of one share of
newly issued common stock for each 14 shares of issued and
outstanding common stock, effective at 12:01
a.m. on January 22, 2016
("Effective Time"). The Amendment also reduces the number of shares
of common stock authorized under the Certificate of Incorporation
from 250 million to 36 million. Because the Amendment does
not reduce the number of authorized shares of common stock in the
same proportion as the reverse split, the Amendment will have the
effect of increasing the amount of common stock available for
issuance relative to the amount of Common Stock available for
issuance prior to the Amendment.
At a Special Meeting of Stockholders held earlier today, the
Company's stockholders approved proposals authorizing the Board of
Directors to file an amendment to the Company's Certificate of
Incorporation at any time through December
31, 2016, to effect a reverse split of the Company's common
stock at an exchange ratio to be determined by the Board of
Directors, in its sole discretion, in the range of not less than
1-for-10 and not greater than 1-for-20, and to reduce the number of
authorized shares of common stock by a ratio equal to half the
exchange ratio applied in the reverse split.
The primary purpose of the reverse split is to enable the market
price per-share of the Company's common stock to close above
$1.00, which is a continued listing
requirement of The NASDAQ Capital Market®. The
Company believes that continued listing on Nasdaq, combined with
the resulting increase in authorized shares available for issuance
will enable the Company to secure necessary capital, through
potential strategic and collaborative arrangements and other equity
funding transactions, to support its development activities through
the planned AEROSURF® phase 3 clinical
program.
Stockholder Information about the Reverse Split
At the
Effective Time, immediately and without further action by the
Company's stockholders, every 14 shares of the Company's
pre-split common stock, par value $0.001 per share, will automatically be converted
into one share of post-split common stock, par value $0.001 per share. In lieu of fractional
shares, stockholders will receive cash in an amount determined by
multiplying (i) the closing sale price per share on the
business day immediately preceding the Effective Time as reported
by The NASDAQ Capital Market® by (ii) the number of
shares of common stock held by the stockholder that would otherwise
have been exchanged for the fractional share interest.
The Company's transfer agent, Continental Stock Transfer and
Trust Company, acting as exchange agent will mail to each
stockholder of record forms to be used in forwarding certificates
for surrender and exchange for the whole number of post-split
shares to which the stockholder is entitled, to be maintained by
the transfer agent in a book-entry account or issued in certificate
form. The transfer agent will also issue to each stockholder
a check in lieu of any fractional share interest.
Stockholders owning shares via a broker or other nominee will have
their positions automatically adjusted to reflect the reverse
split, subject to the broker's or nominee's particular procedures
for processing the reverse stock split, and will not be required to
take any action in connection with the reverse stock split.
The brokers will also process payments in lieu of fractional shares
for those stockholders.
The immediate effect of the reverse split will be to reduce the
number of shares of the Company's common stock that are issued and
outstanding from approximately 114.7 million shares to
approximately 8.2 million shares (before cancellation of
fractional share interests and excluding shares reserved for stock
options and unexercised warrants). The reverse split will
affect all stockholders uniformly and will have no effect on the
proportionate holdings of any individual stockholder, with the
exception of adjustments related to fractional shares. There
will be no change in the number of stockholders of record as a
result of the reverse split. Following the reverse split, all
shares will remain fully paid and non-assessable.
Beginning on January 22, 2016, the
Company's common stock will trade under a new CUSIP number –
254668502. In addition, to inform the market of the reverse
split, the Company expects that Nasdaq will append a suffix
character, "D," to the Company's trading symbol (DSCO) for
approximately 20 days after the Effective Time.
Thereafter, the ticker symbol will revert to "DSCO".
Additional information, including the effect of the reverse
split on outstanding warrants, stock options, and restricted
stock units, can be found in the Company's definitive proxy
statement (Form DEF 14A), filed with the SEC on December 14, 2016, and proxy revision (Form DEFR
14A) filed with the SEC on January 13,
2016, both of which are posted in the "Investors" section of
the Company's website at "Financial / SEC" at
www.Discoverylabs.com."
About Discovery Labs
Discovery Laboratories, Inc. is a
biotechnology company focused on developing aerosolized KL4
surfactant therapies for respiratory diseases. Surfactants
are produced naturally in the lung and are essential for normal
respiratory function and survival. If surfactant deficiency
or degradation occurs, the air sacs in the lungs can collapse,
resulting in severe respiratory diseases and disorders.
Discovery Labs' technology platform includes a novel synthetic
peptide-containing (KL4) surfactant, that is structurally similar
to pulmonary surfactant, and proprietary drug delivery technologies
being developed to enable efficient delivery of aerosolized KL4
surfactant. Discovery Labs believes that its proprietary
technology platform makes it possible, for the first time, to
develop a significant pipeline of aerosolized surfactant products
to address a variety of respiratory diseases for which there
frequently are few or no approved therapies.
For more information, please visit the Company's website at
www.Discoverylabs.com.
Forward-Looking Statements
To the extent that statements in this press release are not
strictly historical, all such statements are forward-looking, and
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from the statements made. Examples of such risks and
uncertainties, including those related to the potential
continued listing of the Company's common stock on the Nasdaq
Capital Market, the timing and potential outcomes of the
Company's planned clinical trials and its ability successfully to
complete its development programs, secure regulatory approval of
its product candidates in the U.S. and in markets outside the U.S.
and realize the potential benefits of its aerosolized
KL4 surfactant technology, and the ability of the
Company to fund its activities through strategic and financing
transactions or otherwise, are described in the Company's filings
with the Securities and Exchange Commission, including the most
recent reports on Forms 10-K, 10-Q and 8-K, and any amendments
thereto. Any forward-looking statement in this release speaks only
as of the date on which it is made. The Company assumes no
obligation to update or revise any forward-looking
statements.
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SOURCE Discovery Laboratories, Inc.
