Common shares will begin trading on a split-adjusted basis on July 5, 2022
BOULDER, Colo., July 01. 11, 2022 (GLOBE NEWSWIRE) — Brickell Biotech, Inc. (“Brickell” or the “Company”) (Nasdaq: BBI), a clinical-stage pharmaceutical company that strives to transform the lives of patients by developing differentiated and prescription drugs for the treatment of autoimmune, inflammatory and other debilitating diseases, announced today that at the special meeting of shareholders held on June 30, 2022, the shareholders of the Company approved a consolidation of shares of common shares of the Company according to a ratio between 1 to 10 and 1 to 45, as determined by the Board of Directors of the Company. Following the special meeting, the board of directors has decided to effect a 1 for 45 share consolidation which will become effective on July 5, 2022. The common shares of the company will begin trading on a adjusted for split at market open. on July 5, 2022, under a new CUSIP number, 10802T 204.
The 1:45 reverse stock split will reduce the number of outstanding common shares of the Company from approximately 121.1 million shares to approximately 2.7 million shares. Proportional adjustments will be made to the number of shares of Brickell common stock subject to outstanding stock awards and warrants, and to the applicable exercise price.
The purpose of the 1 for 45 reverse stock split is to increase the trading price per share of the Company’s common stock, which is intended to return it to compliance with the minimum offering price requirement of 1, $00 per share for a continuous listing on The Nasdaq Capital Markets.
Information for Brickell shareholders
At the effective time of the reverse stock split, Brickell shareholders will receive one new common share of the Company for every 45 shares held. Registered holders of common shares of the Company will receive a transaction record regarding the exchange of such shares for post-consolidation shares. American Stock Transfer & Trust Company, LLC (“AST”), the transfer agent for the Company’s common stock, will act as the exchange agent and may be contacted at (877) 248-6417.
Brickell will not issue fractional shares resulting from the stock consolidation. Instead, AST will consolidate all fractional shares and cause them to be sold as soon as practicable after the effective time of the reverse stock split at then-current prices on the Nasdaq Capital Market on behalf of shareholders. who would otherwise be entitled to receive a fractional share following the share consolidation. After the completion of this sale, the shareholders who would have been entitled to a fractional share will instead receive a cash payment of an amount equal to their respective shares in proportion to the total proceeds of this sale net of brokerage fees incurred. to sell those shares.
In connection with the reverse stock split, there will be no change to the aggregate number of authorized common shares of the Company, as set forth in the Company’s restated certificate of incorporation, as amended.
For more information on the Share Consolidation, please refer to Brickell’s proxy materials for the special meeting of shareholders on June 30, 2022, accessible via the Investors section of Brickell’s website at https:/ /www.brickellbio.com and on the United States Securities and Exchange Commission (“SEC”) EDGAR website, https://www.sec.gov/.
Brickell Biotech, Inc. is a clinical-stage pharmaceutical company dedicated to transforming the lives of patients by developing innovative and differentiated prescription therapies for the treatment of autoimmune, inflammatory and other debilitating diseases. Brickell’s pipeline consists of several development-stage candidates and a cutting-edge platform with broad potential in autoimmune and inflammatory diseases. Brickell’s management team and board of directors bring extensive experience in product development and global commercialization, having held leadership positions at leading global pharmaceutical and biotechnology companies that have developed and/or launched products blockbusters, including several that were first in class and/or achieved iconic status, such as Cialis®Talz®Gemzar®Prozac®Cymbal®and Juvederm®. Brickell’s strategy is to leverage this experience to in-license, acquire, develop and commercialize innovative pharmaceutical products that Brickell believes can significantly benefit patients with chronic debilitating diseases underserved by available therapies. For more information, visit https://www.brickellbio.com.
Caution Regarding Forward-Looking Statements
Any statements made in this press release regarding future financial, business and/or research and clinical performance, conditions, compliance with laws or listing requirements, plans, prospects, trends or strategies and the like similar matters, including, without limitation, Brickell’s strategy; future transactions; future financial situation; future liquidity; future income; the reverse stock split; territorial orientation; estimated expenses; operating results; the anticipated timing, scope, design, progress, results and/or reporting of data from ongoing and future non-clinical and clinical trials; intellectual property rights, including the acquisition, validity, duration and enforceability thereof; the timing and/or anticipated results of regulatory submissions and approvals; the commercialization prospects of any Brickell or third-party product candidates, or research and/or licensing collaborations with, or actions of, its partners, including in the United States, Japan, South Korea or other any other country; and expectations of return to compliance with Nasdaq’s minimum closing bid price requirement are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. press, the words “may”, “could”, “should”, “could”, “anticipate”, “consider”, “believe”, “estimate”, “expect”, “intend” , “plan”, “predict”, “potential”, “will”, “evaluate”, “move forward”, “excited”, “aim”, “strive”, “help”, “progress”, “select” , “initiate”, “expect”, “promise”, “provide,” Brickell cautions that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time, often rapidly and unexpectedly. material which could cause actual results to differ materially from the results discussed. ments in forward-looking statements or historical experience include risks and uncertainties, including, without limitation, that the Reverse Stock Split will not have the intended effect of regaining compliance with the Nasdaq Minimum offer price rules and, as a result, the Company’s common stock will be delisted from the Nasdaq; research results and data that do not meet regulatory purposes, expectations or approval requirements; ability to obtain adequate financing for product development, regulatory submissions and any commercialization; the ability to acquire, maintain and enforce intellectual property rights; potential delays or changes in product development, testing of any type and regulatory submissions and reviews; changes in law or policy; disputes, comments or requests from regulatory bodies; supply chain disruptions; unexpected cash demands; disruptions and adverse effects related to the COVID-19 pandemic and/or the conflict in Ukraine; interruptions, disruptions or inability by Brickell, its partners or third parties to obtain or provide research materials, raw materials and/or products anywhere, or to secure essential services, in the world; efforts to obtain and maintain adequate prices and adequate reimbursement and other insurance coverage for Brickell’s products; the results of Brickell’s current and planned preclinical and clinical trials across its portfolio of assets; the inability of third parties to complete regulatory and sales-based events, resulting in Brickell not receiving additional payments under its agreement with them; and other risks associated with developing and obtaining regulatory approval and commercializing product candidates.
Additional information about the factors and risks that could cause actual results to differ from the forward-looking statements can be found in Brickell’s filings with the SEC, available at https://www.sec.gov (or at https://www.brickellbio.com). Forward-looking statements represent Brickell’s estimates as of the date hereof only. Brickell specifically disclaims any duty or obligation to update forward-looking statements.
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