Spring Bank Pharmaceuticals Stockholders Approve Combination with F-star Therapeutics
1-for-4 Reverse Stock Split to be Effective November 20, 2020
HOPKINTON, Mass., Nov. 19, 2020 (GLOBE NEWSWIRE) -- Spring Bank Pharmaceuticals, Inc. (Nasdaq: SBPH) (“Spring Bank”), a clinical-stage biopharmaceutical company developing novel therapeutics for
oncology and inflammatory diseases, announced that at its special meeting of stockholders held earlier today, Spring Bank’s stockholders approved the issuance of shares of Spring Bank common stock
to holders of share capital of F-star Therapeutics Limited (“F-star”) in connection with its proposed combination with F-star (the “Exchange”). In connection with the Exchange, stockholders also
approved a proposal to effect a reverse stock split of all outstanding shares of Spring Bank common stock at a reverse stock split ratio as mutually agreed to be Spring Bank and F-star in the range
of one new share for every three to seven shares outstanding (or any number in between). Spring Bank and F-star have agreed that the exchange ratio for the reverse stock split will be one for every
four shares of Spring Bank common stock outstanding (the “Reverse Stock Split”). The Reverse Stock Split will be effective for trading purposes as of the commencement of trading on Friday, November
20, 2020. At the special meeting, Spring Bank stockholders also approved a change of the corporate name of Spring Bank from “Spring Bank Pharmaceuticals, Inc.” to “F-star Therapeutics, Inc.”
effective upon closing of the Exchange. It is anticipated that the closing of the Exchange will occur on November 20, 2020.
As a result of the Reverse Stock Split, the number of issued and outstanding shares of Spring Bank’s common stock immediately prior to the Reverse Stock Split will be reduced into a smaller number of shares, such that every 4 shares of Spring Bank’s common stock held by a stockholder immediately prior to the Reverse Stock Split will be combined and reclassified into one share of Spring Bank’s common stock. No fractional shares will be issued in connection with the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment equal to the product of such fraction to which the stockholder would otherwise be entitled multiplied by the closing price of Spring Bank’s common stock on the Nasdaq Capital Market on the last trading day prior to the Reverse Stock Split effective time (as adjusted to give effect to the Reverse Stock Split), rounded up to the nearest whole cent. The Reverse Stock Split will not affect the total number of authorized shares of Spring Bank common stock.
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