Freeline Announces Proposed ADS Ratio Change
21 Abril 2023 - 6:00AM
Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced
that it plans to change the ratio of its American Depositary Shares
(“ADSs”) to its ordinary shares (the “ADS Ratio”), nominal value
£0.00001 per share, from the current ADS Ratio of one (1) ADS to
one (1) ordinary share to a new ADS Ratio of one (1) ADS to fifteen
(15) ordinary shares (the “ADS Ratio Change”). The company
anticipates that the ADS Ratio Change will be effective on or about
May 12, 2023 (the “Effective Date”).
For the company’s ADS holders, the change in the ADS Ratio will
have the same effect as a one-for-fifteen reverse ADS split and is
intended to enable the company to regain compliance with the Nasdaq
minimum bid price requirement. On the Effective Date, registered
holders of company ADSs held in certificated form will be required
on a mandatory basis to surrender their certificated ADSs to the
depositary bank for cancellation and will receive one (1) new ADS
in exchange for every fifteen (15) existing ADSs then-held. Holders
of uncertificated ADSs in the Direct Registration System (“DRS”)
and in The Depository Trust Company (“DTC”) will have their ADSs
automatically exchanged and need not take any action. The exchange
of every fifteen (15) then-held (existing) ADSs for one (1) new ADS
will occur automatically, at the Effective Date, with the then-held
ADSs being cancelled and new ADSs being issued by the depositary
bank. Freeline’s ADSs will continue to be traded on the Nasdaq
Capital Market under the ticker symbol “FRLN.”
No fractional new ADSs will be issued in connection with the
change in the ADS Ratio. Instead, fractional entitlements to new
ADSs will be aggregated and sold by the depositary bank and the net
cash proceeds from the sale of the fractional ADS entitlements
(after deduction of fees, taxes and expenses) will be distributed
to the applicable ADS holders by the depositary bank. The ADS Ratio
Change will have no impact on Freeline’s underlying ordinary
shares, and no ordinary shares will be issued or cancelled in
connection with the ADS Ratio Change.
As a result of the change in the ADS Ratio, Freeline’s ADS
trading price is expected to increase proportionally, although the
company can give no assurance that the ADS trading price after the
ADS Ratio Change will be equal to or greater than fifteen (15)
times the ADS trading price before the change.
About Freeline TherapeuticsFreeline is a
clinical-stage biotechnology company focused on developing
transformative gene therapies for chronic debilitating diseases.
Freeline uses its proprietary, rationally designed AAV vector and
capsid (AAVS3), along with novel promoters and transgenes, to
deliver a functional copy of a therapeutic gene into human liver
cells, thereby expressing a persistent functional level of the
missing or dysfunctional protein into a patient’s bloodstream. The
company is currently advancing FLT201, a highly differentiated gene
therapy candidate that delivers a novel transgene, in a Phase 1/2
clinical trial in people with Gaucher disease type 1. Freeline is
headquartered in the UK and has operations in the United States.
For more information, visit www.freeline.life or connect
with Freeline on LinkedIn and Twitter.
Forward-Looking StatementsThis press release
contains statements that constitute “forward looking statements” as
that term is defined in the United States Private Securities
Litigation Reform Act of 1995, including statements that express
opinions, expectations, beliefs, plans, objectives, assumptions or
projections of Freeline Therapeutics Holdings plc (the “Company”)
regarding future events or future results, in contrast with
statements that reflect historical facts. These statements relate
to future events or the Company’s future financial performance and
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, levels of activity, performance
or achievements of the Company or its industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, you can identify such forward-looking
statements by terminology such as “anticipate,” “intend,”
“believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,”
“will,” “would,” “could” or “should,” the negative of these terms
or similar expressions. Forward-looking statements are based on
management’s current beliefs and assumptions and on information
currently available to the Company, and you should not place undue
reliance on such statements. Forward-looking statements are subject
to many risks and uncertainties, including the potential that the
Company may not be able to regain compliance with the minimum bid
price requirement or continue to meet any other requirement in the
future. Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on
such statements. The Company cannot guarantee that any
forward-looking statement will be realized. Should known or unknown
risks or uncertainties materialize or should underlying assumptions
prove inaccurate, actual results could vary materially from past
results and those anticipated, estimated, or projected. Investors
are cautioned not to put undue reliance on forward-looking
statements. A further list and description of risks, uncertainties,
and other matters can be found in the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2022, and in
subsequent reports on Form 6-K, in each case including in the
sections thereof captioned “Cautionary Statement Regarding
Forward-Looking Statements” and “Item 3.D. Risk factors.” Many of
these risks are outside of the Company’s control and could cause
its actual results to differ materially from those it thought would
occur. The forward-looking statements included in this press
release are made only as of the date hereof. The Company does not
undertake, and specifically declines, any obligation to update any
such statements or to publicly announce the results of any
revisions to any such statements to reflect future events or
developments, except as required by law. For further information,
please reference the Company’s reports and documents filed with the
U.S. Securities and Exchange Commission (the “SEC”). You may review
these documents by visiting EDGAR on the SEC website at
www.sec.gov.
Media and Investor Contact:Naomi
Aokinaomi.aoki@freeline.lifeSenior Vice President, Head of Investor
Relations & Communications+ 1 617 283 4298
Freeline Therapeutics (NASDAQ:FRLN)
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