Timber Pharmaceuticals, Inc. Announces 1-for-50 Reverse Stock Split
08 Noviembre 2022 - 11:09AM
via NewMediaWire – Timber Pharmaceuticals, Inc. (NYSE
American: TMBR) ("Timber" or the "Company"), a clinical-stage
biopharmaceutical company focused on the development and
commercialization of treatments for rare and orphan dermatologic
diseases, announced today that it will effect a 1-for-50 reverse
stock split of its outstanding common stock. Subject to NYSE
American (“NYSE” or the “Exchange”) approval, the Company
anticipates that trading will resume on the NYSE American on an
as-adjusted basis as of the commencement of trading on Wednesday,
November 9, 2022. As previously announced, the trading of the
Company’s shares of common stock was halted by the Exchange due to
the low trading price of the Company’s shares of common stock on
November 1, 2022. Although not anticipated by the Company, the
Exchange could maintain the trading halt. The Exchange could
also suspend trading and move to delist the Company’s common stock
if the price per share post-split does not meet the requirements of
Section 1003(f)(v) of the NYSE American Company Guide.
The Company expects Timber’s common stock to
resume trading on the the NYSE American LLC (“NYSE American”) under
the symbol “TMBR” and under a new CUSIP number, 887080208. As a
result of the reverse stock split, every 50 pre-split shares of
common stock outstanding will become one share of common stock. The
par value of the Company’s common stock will remain unchanged at
$0.001 per share after the reverse stock split. The reverse stock
split will not change the authorized number of shares of the
Company’s common stock. The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse stock split results in some stockholders owning a
fractional share. No fractional shares will be issued in connection
with the reverse split. Stockholders who would otherwise be
entitled to receive a fractional share will instead receive a cash
payment based on the average closing price of the Company’s common
stock on the five (5) consecutive trading days leading up to the
effective date of the reverse split. The reverse split will also
apply to common stock issuable upon the exercise of Timber’s
outstanding warrants and stock options, with a proportionate
adjustment to the exercise prices thereof, and under the Company’s
equity incentive plans.
The reverse stock split will reduce the number
of shares of common stock issued and outstanding from approximately
145.5 million to approximately 2.9 million.
On November 7, 2022, the holders of a majority
of the Company’s outstanding shares of common stock and Series B
mirroring preferred stock approved the reverse stock split and gave
the Company’s board of directors discretionary authority to select
a ratio for the split ranging from 1-for-25 to 1-for-50. The board
of directors approved the reverse stock split at a ratio of
1-for-50.
Computershare Trust Company, N.A. is acting as
the exchange agent and transfer agent for the reverse stock split.
Stockholders holding their shares in book-entry form or in
brokerage accounts need not take any action in connection with the
reverse stock split. Beneficial holders are encouraged to contact
their bank, broker or custodian with any procedural questions.
About Timber Pharmaceuticals,
Inc.
Timber Pharmaceuticals, Inc. is a clinical-stage
biopharmaceutical company focused on the development and
commercialization of treatments for rare and orphan dermatologic
diseases. The Company's investigational therapies have proven
mechanisms-of-action backed by decades of clinical experience and
well-established CMC (chemistry, manufacturing and control) and
safety profiles. The Company is initially focused on developing
non-systemic treatments for rare dermatologic diseases including
congenital ichthyosis (CI) and other sclerotic skin diseases. For
more information, visit www.timberpharma.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. All statements pertaining to Timber’s
expectations regarding the Company’s ability to regain compliance
with the NYSE American’s continued listing standards, future
financial and/or operating results, the consummation of the
offerings of Timber’s securities described above and the use of net
proceeds therefrom, potential for our products and future revenues
or growth in this press release constitute forward-looking
statements.
These statements may be identified by the use of
forward-looking expressions, including, but not limited to,
"expect," "anticipate," "intend," "plan," "believe," "estimate,"
"potential, "predict," "project," "should," "would" and similar
expressions and the negatives of those terms. These statements
relate to future events or our financial performance and involve
known and unknown risks and uncertainties, including, among other
things, the completion of the offerings, the satisfaction of
customary closing conditions related to the offerings and the
intended use of proceeds from the offerings, and other factors,
such as market and other conditions, which may cause actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Such factors include
those set forth in the Company's Annual Report on Form 10-K for the
year ended December 31, 2021 as well as other documents filed by
the Company from time to time thereafter with the Securities and
Exchange Commission. Prospective investors are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date of this press release. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by law.
For more information,
contact:
Timber Pharmaceuticals, Inc. John Koconis Chairman
and Chief Executive Officer jkoconis@timberpharma.com
Investor Relations: Stephanie Prince PCG Advisory (646) 863-6341
sprince@pcgadvisory.com
Media Relations: Adam Daley Berry & Company Public Relations
(212) 253-8881adaley@berrypr.com
Timber Pharmaceuticals (AMEX:TMBR)
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Timber Pharmaceuticals (AMEX:TMBR)
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