Zalicus (ZLCS) Announces One-for-Six Reverse Split

October 2, 2013 4:04 PM EDT Send to a Friend
Zalicus Inc. (Nasdaq: ZLCS) 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.


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