Hemispherx Biopharma (HEB) Plans 1-for-12 Reverse Stock Split
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Hemispherx Biopharma (NYSE MKT: HEB) (the “Company), announced today that it will effect a 1-for-12 reverse stock split of its common stock.
At the annual meeting of the Company's stockholders held earlier today, the stockholders approved an amendment to the Company's Certificate of Incorporation to effect the reverse stock split at a ratio in the range of 1-for-8 to 1-for-12. After the meeting, the Board of Directors approved the implementation of the reverse stock split at a ratio 1-for-12. The Company anticipates that the reverse stock split will be effective on August 26, 2016, and the Company's common stock will begin trading on a split-adjusted basis on August 29, 2016.
The reverse stock split will reduce the number of shares of the Company's common stock currently outstanding from approximately 248,932,220 shares to approximately 20,744,352 shares. All resulting fractional shares will be rounded up to the next whole share. Proportionate adjustments will be made to (i) the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options granted by the Company and warrants issued by the Company and (ii) the number of shares of common stock issuable under the Company's 2009 Equity Incentive Plan. The number of authorized shares of the Company's common stock will remain unchanged.
The reverse stock split is intended to increase the per share trading price of the Company’s common stock to permit the Company to regain compliance with the continued listing requirements for the NYSE MKT. The Company's common stock will continue to trade on NYSE MKT under the symbol "HEB". A new CUSIP number of 42366C 301 has been assigned to the common stock in connection with the reverse stock split.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each twelve (12) shares of the Company's common stock issued and outstanding will be automatically combined and converted into one share of common stock, par value $0.001 per share. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be rounded up to the nearest whole share.
The Company's transfer agent, Continental Stock Transfer & Trust., will act as exchange agent for the reverse stock split, and will provide stockholders of record holding certificates representing pre-split shares of the Company's common stock as of the effective date with a letter of transmittal providing instructions for the exchange of stock certificates for post-split shares. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock 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. Continental Stock Transfer & Trust can be contacted at (212) 509-4000.
Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on June 27, 2016, a copy of which is available at www.sec.gov and at www.hemispherx.net under the SEC Filings tab located on the Investor Relations page.
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