At the Annual General Meeting of Shareholders on July 29, 2020, Nabriva Therapeutics' shareholders approved, subject to and conditional upon the Board of Directors of Nabriva Therapeutics determining, in its sole discretion, that a reverse stock split is necessary for the Company to comply with the minimum $1.00 per share requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (Bid Price Rule), a reverse stock split (i.e., a consolidation of share capital under Irish law) whereby every ten ordinary shares of $0.01 (nominal value) each in the authorized and unissued and authorized and issued share capital of the Company be consolidated into one ordinary share of $0.10 (nominal value) each, and the subsequent reduction in the nominal value of the ordinary shares in the authorized and unissued and authorized and issued share capital of the Company from $0.10 each to $0.01 each. Nabriva Therapeutics' Board of Directors subsequently determined that the reverse stock split was necessary for the Company to comply with the Bid Price Rule.
Nabriva Therapeutics' ordinary shares will continue to trade on the Nasdaq Global Select Market under the symbol "NBRV" and the new CUSIP number for Nabriva Therapeutics' ordinary shares following the reverse stock split is G63637 113. The reverse stock split will reduce the number of ordinary shares outstanding from approximately 150.8 million to approximately 15.08 million post-split and will also proportionately reduce the number of authorized ordinary shares from 1.0 billion to 100.0 million. The reverse stock split will also apply to ordinary shares issuable upon the exercise of Nabriva Therapeutics' outstanding restricted stock units, stock options and warrants with a proportional increase in the respective exercise prices, as applicable. No fractional ordinary shares will be issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional ordinary share will be entitled to receive a proportional cash payment.
Nabriva Therapeutics' transfer agent, Computershare, which is also acting as the exchange agent for the reverse stock split, will provide instructions to shareholders regarding the process for exchanging physical share certificates. Shareholders holding their ordinary 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. Additional information regarding the reverse stock split can be found in Nabriva Therapeutics' definitive proxy statement filed with the Securities and Exchange Commission on June 25, 2020.
About Nabriva Therapeutics plc
Nabriva Therapeutics is a biopharmaceutical company engaged in the commercialization and development of innovative anti-infective agents to treat serious infections. Nabriva Therapeutics received U.S. Food and Drug Administration approval for XENLETA (lefamulin injection, lefamulin tablets), the first systemic pleuromutilin antibiotic for community-acquired bacterial pneumonia (CABP). Nabriva Therapeutics is also developing CONTEPO (fosfomycin) for injection, a potential first-in-class epoxide antibiotic for complicated urinary tract infections (cUTI), including acute pyelonephritis. Nabriva entered into an exclusive agreement with subsidiaries of Merck & Co. Inc., Kenilworth, N.J., USA to market, sell and distribute SIVEXTRO (tedizolid phosphate) in the United States and certain of its territories.
Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for Nabriva Therapeutics, including but not limited to statements about the timing and effectiveness of the reverse stock split and Nabriva Therapeutics' ability to satisfy Nasdaq's continued listing standards and other statements containing the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "likely," "will," "would," "could," "should," "continue," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: Nabriva Therapeutics' ability to successfully implement its commercialization plans for XENLETA and SIVEXTRO and whether market demand for XENLETA and SIVEXTRO is consistent with its expectations, Nabriva Therapeutics' ability to build and maintain a sales force for XENLETA and SIVEXTRO, the content and timing of decisions made by the U.S. Food and Drug Administration and other regulatory authorities, the uncertainties inherent in the initiation and conduct of clinical trials, availability and timing of data from clinical trials, whether results of early clinical trials or studies in different disease indications will be indicative of the results of ongoing or future trials, uncertainties associated with regulatory review of clinical trials and applications for marketing approvals, the availability or commercial potential of CONTEPO for the treatment of cUTI, the extent of business interruptions resulting from the infection causing the COVID-19 outbreak or similar public health crises, the ability to retain and hire key personnel, the availability of adequate additional financing on acceptable terms or at all and such other important factors as are set forth in Nabriva Therapeutics' annual and quarterly reports and other filings on file with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent Nabriva Therapeutics' views as of the date of this press release. Nabriva Therapeutics anticipates that subsequent events and developments will cause its views to change. However, while Nabriva Therapeutics may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Nabriva Therapeutics' views as of any date subsequent to the date of this press release.
CONTACTS:
For Investors
Kim Anderson
Nabriva Therapeutics plc
ir@nabriva.com
For Media
Mike Beyer
Sam Brown Inc.
mikebeyer@sambrown.com
312-961-2502
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