TORONTO--(BUSINESS WIRE)--Antibe Therapeutics Inc (TSX: ATE, OTCQB: ATBPF), a clinical stage company leveraging its unique hydrogen sulfide platform to develop safer medicines for pain and inflammation, today announced that it intends to complete a consolidation of its issued and outstanding common shares (“Common Shares”) on the basis of one (1) new Common Share for every ten (10) Common Shares presently issued and outstanding (“Consolidation”). Completion of the Consolidation remains subject to the approval of the Toronto Stock Exchange (“TSX”) and is expected take effect on or about December 1, 2020.
At the Annual and Special Meeting of Shareholders held on August 20, 2020, Antibe’s shareholders re-approved a special resolution authorizing the Board of Directors of the Company to effect the Consolidation to better prepare it for a possible future listing on the NASDAQ or other senior US stock exchange. The Company believes the Consolidation and such a listing would enable Antibe to further broaden its investor base and increase liquidity.
Upon receipt of TSX approval of the Consolidation, Antibe will provide additional details regarding a new CUSIP number for its Common Shares to distinguish between the pre- and post-consolidated Common Shares. The Company’s name and trading symbol will remain unchanged. If, as a result of the Consolidation, a shareholder becomes entitled to a fractional share, each fractional Common Share that is at least 0.5 of a Common Share will be rounded up to the nearest whole Common Share and each fractional Common Share that is less than 0.5 of a Common Share will be rounded down to the nearest whole Common Share, provided that each shareholder shall receive at least one (1) Common Share post Consolidation. Following the completion of the Consolidation, the Company will have approximately 38,678,280 Common Shares issued and outstanding.
Warrants issued by Antibe will also be adjusted proportionately in response to the Consolidation. On the effective date of the Consolidation, the exercise of ten (10) Warrants will be required to purchase one (1) post-Consolidation Common Share. The exercise price of the Warrants will be adjusted as of the effective date of the Consolidation as set out in the warrant indentures governing the terms of the Warrants.
Antibe’s transfer agent, Computershare Investor Services (“Computershare”), will act as the exchange agent for the Consolidation. On the effective date of the Consolidation, Computershare will send instructions (i.e. a Letter of Transmittal) to shareholders who hold the Company’s stock certificates regarding the exchange of old certificates for new certificates, should they wish to do so. Until surrendered, each stock certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of whole post-Consolidation Common Shares to which the shareholder is entitled as a result of the Consolidation.
Shareholders who hold their Common Shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their Common Shares.
About Antibe Therapeutics Inc.
Antibe is leveraging its proprietary hydrogen sulfide platform to develop next-generation, safer nonsteroidal anti-inflammatory drugs (“NSAIDs”) for pain and inflammation arising from a wide range of medical conditions. Antibe is developing three assets that seek to overcome the gastrointestinal (“GI”) ulcers and bleeding associated with NSAIDs. Antibe’s lead drug, otenaproxesul (ATB-346), is entering Phase III for osteoarthritis pain. Additional assets under development include a safer alternative to opioids for peri-operative pain, and a GI-safe alternative to low-dose aspirin. Learn more at antibethera.com.
Forward Looking Information
This news release includes certain forward-looking statements under applicable securities laws, which include, but are not limited to, statements about the potential for the US listing, the consolidation of the Company’s shares, and the potential to further broaden the Company’s investor base and gain increased liquidity with respect to the Common Shares with a US listing. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "will", "anticipate", "believe", "plan", "estimate", "expect", "intend", "propose", “look forward” and similar wording. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or implied in this news release. Factors that could cause actual results to differ materially from those anticipated in this news release include, but are not limited to, the Company’s ability to meet all of the quantitative and qualitative listing criteria to list the Common Shares on a US securities exchange; the Company’s ability to satisfy the conditions for a share consolidation; the Company’s ability to broaden its investor base and increase the liquidity of the Common Shares with the US listing; the Company’s ability to execute its business strategy and successfully compete in the market, and the other risks identified in the Company’s public filings made in Canada. The Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those reflected in the forward-looking statements except as required by applicable law.