Share Consolidation in Anticipation of Listing on the NASDAQ Stock Market
San Diego and Vancouver, British Columbia, August 12, 2013 – Sophiris Bio Inc. (TSX: SHS) (the “Company” or “Sophiris”), a biopharmaceutical company developing a clinical-stage, targeted treatment for the symptoms of benign prostatic hyperplasia (BPH or enlarged prostate), today announced a 52-for-1 consolidation of its common shares traded on the Toronto Stock Exchange, effective August 9, 2013 (the “Effective Date”). The purpose of the consolidation is to increase the share price to meet the minimum share price requirements for a potential listing on the NASDAQ stock market.
The share consolidation was approved by the Company’s Board of Directors on August 9, 2013. The Company’s consolidated common shares are expected to begin trading on the Toronto Stock Exchange when the market opens on August 15, 2013.
Each fifty two (52) common shares issued and outstanding immediately prior to August 9, 2013 will automatically be reclassified, without any action of the holder thereof, into one common share. The share consolidation will affect all of the Company’s common shares outstanding immediately prior to the market opening on August 9, 2013, as well as the number of common shares that may be issued pursuant to options granted under the Company’s equity incentive plan and the exercise prices for such options. In addition, the share consolidation will effect a reduction in the number of shares of common stock issuable upon the exercise of outstanding warrants to purchase common shares and a proportionate increase to the exercise price for such warrants. As a result of the share consolidation, the number of issued and outstanding common shares will be reduced from 163,793,203 to 3,149,869.
No fractional shares will be issued as a result of the share consolidation. Fractional interests of 0.5 or greater will be rounded up to the nearest whole number of shares and fractional interests of less than 0.5 will be rounded down to the nearest whole number of shares. Registered shareholders of the Company will be receiving a letter of transmittal from the Company’s transfer agent, Computershare Investor Services Inc., as soon as practicable after the effective date of the share consolidation. The letter of transmittal will enable registered shareholders to exchange their old share certificates representing pre-consolidation common shares for new share certificates representing the post-consolidation common shares. Until surrendered, each share 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 holder is entitled as a result of the consolidation.
Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
Sophiris Bio Inc. is a biopharmaceutical company developing a clinical-stage, targeted treatment for the symptoms of benign prostatic hyperplasia (BPH or enlarged prostate), which it believes is an unsatisfied market with significant market potential. Sophiris’ lead candidate for BPH, PRX302, is designed to be as efficacious as pharmaceuticals, less invasive than the surgical interventions, and without the sexual side effects seen with existing treatments. Sophiris is planning to begin a Phase 3 clinical trial of PRX302 in the second half of 2013 subject to raising additional capital. For more information, please visit www.sophirisbio.com.
Certain statements included in this press release may be considered forward-looking. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on Sophiris’ current beliefs as well as assumptions made by and information currently available to Sophiris and relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by Sophiris in its public securities filings; actual events may differ materially from current expectations. Sophiris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information contact:
The Trout Group
Jason I. Spark
Canale Communications, Inc.