firstwordpharmaApril 21, 2019
Tag: Navidea , Reverse , Stock Split
Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) ("Navidea" or the "Company"), a company focused on the development of precision immunodiagnostic agents and immunotherapeutics, today announced that its Board of Directors has approved a one-for-twenty reverse stock split of its issued and outstanding shares of common stock. The reverse split will be effective at 12:01 a.m. (EDT) on April 26, 2019, and shares of the Company's common stock will begin trading on a split-adjusted basis when the NYSE American market opens on that date.
The Company's common stock will continue to trade on the NYSE American under the trading symbol "NAVB," but will trade under the following new CUSIP number starting April 26, 2019: 63937X202. As a result of the reverse split, each twenty pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the stockholder. The number of outstanding common shares will be reduced from approximately 201.0 million to approximately 10.1 million shares. The authorized number of shares of common stock will not be reduced and will remain at 300.0 million. As previously disclosed, at the Company's Annual Meeting of Stockholders held on August 16, 2018, the Company's stockholders approved a proposal authorizing the Company's Board of Directors to effect a reverse stock split by a ratio of not less than one-for-five and not more than one-for-twenty.
The reverse stock split is being effected as part of the Company's plan to regain compliance with the $0.20 minimum bid price continued listing requirement of the NYSE American and due to the fact that our share price level of under $1.00 keeps many brokerage groups and institutional investors from trading our stock. These institutions have internal restrictions that prohibit them, or their clients, from investing in stocks below certain trading price thresholds. Many brokerage firms and institutional investors (including pension funds, mutual funds and endowments) have internal policies and practices that either prohibit them from investing in low-priced stocks or discourage brokers from recommending them to their customers. Such policies may also restrict or limit an investor's ability to purchase such stocks on margin. The Company expects that the reverse split will increase the price of our common stock such that it is no longer subject to such policies and practices, thereby making it available for purchase by a much larger investor base. We have been advised by certain institutional investors and financial advisors that a higher share price might increase the participation of investors who currently find our shares unattractive, solely due to the trading volatility typically associated with very low-priced stocks. A reverse split could increase the price of our common stock and make it more acceptable in this regard.
"We believe this proactive measure, approved by our stockholders, will satisfy NYSE listing requirements, and allow our Management Team to focus on the development of the product pipeline and ultimately enhance value for stockholders," said Jed Latkin, Chief Executive Officer of Navidea. "Additionally, we believe that a higher share price may attract additional brokerage firms and institutional investors, who previously may have been prohibited from investing in shares of the Company."
The reverse stock split affects all issued and outstanding shares of the Company's common stock. In addition, the reverse split reduces the number of shares of common stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the reverse split, and the number of shares reserved for future issuance under the Company's existing incentive compensation plan will be proportionately reduced. The par value of the Company's common stock will remain unchanged at $0.001 per share after the reverse split. The reverse split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse split results in some stockholders owning a fractional share as described below.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment based on the closing price of the Company's common stock on April 25, 2019.
Continental Stock Transfer & Trust Co. is acting as the exchange agent and transfer agent for the reverse stock split. Continental will provide instructions to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates for post-split stock certificates and receiving payment for any fractional shares. Stockholders who hold their shares in brokerage accounts or in "street name" will not be required to take any action to effect the exchange of their shares. Additional information regarding the reverse split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 9, 2018.
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