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Sigilon Announces Reverse Stock Split of Common Stock
May 22, 2023 | PDF Version
CAMBRIDGE, Mass., May 22, 2023 (GLOBE NEWSWIRE) — Sigilon Therapeutics, Inc. (Nasdaq: SGTX) today announced it will effect a one-for-13 reverse stock split of its issued and outstanding common stock. Sigilon stockholders approved an amendment to Sigilon’s Fifth Amended and Restated Certificate of Incorporation to effect the reverse stock split at Sigilon’s Annual Meeting of Stockholders held on May 19, 2023. The reverse stock split is intended to increase the per share trading price of Sigilon’s common stock to enable Sigilon to satisfy the minimum price requirement for continued listing on the Nasdaq Global Select Market. Sigilon expects that upon the opening of trading on May 23, 2023, its common stock will trade on the Nasdaq Global Select Market on a split-adjusted basis under the current trading symbol “SGTX” and the CUSIP number 82657L206.
The reverse stock split affects all issued and outstanding shares of Sigilon’s common stock uniformly and will not alter any stockholder’s percentage interest in Sigilon’s equity, except to the extent that the reverse stock split results in some stockholders receiving cash in lieu of any fractional shares. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment in lieu of such fractional shares equal to the fair market value of such fractional shares, as determined in good faith by Sigilon’s Board of Directors. The par value of Sigilon’s common stock will remain unchanged at $0.001 per share after the reverse stock split. There will be no change in the authorized number of shares of common stock or preferred stock after the reverse stock split.
Computershare Trust Company, N.A. (Computershare) is acting as the exchange agent and transfer agent for the reverse stock split. Stockholders are not required to take any action to receive post-split shares. Stockholders of record who hold their shares in book-entry form will be provided with a statement by Computershare reflecting the number of shares of Sigilon’s common stock registered in their accounts following the reverse stock split. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the reverse stock split and will receive payment for any fractional shares in accordance with their respective bank’s, broker’s or nominee’s particular processes. Additional information regarding the reverse stock split can be found in Sigilon’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2023.
Sigilon Therapeutics seeks to develop functional cures for patients with a broad range of acute and chronic diseases by harnessing the power of the human cell through its Shielded Living Therapeutics™ platform. Sigilon’s product candidates are non-viral engineered cell-based therapies designed to produce a wide range of functions or therapeutic molecules that may be missing or deficient in patients living with diseases such as diabetes. The engineered cells are encapsulated by Sigilon’s Afibromer™ biomaterials matrix, which is designed to shield them from immune rejection. Sigilon was founded by Flagship Pioneering in conjunction with Daniel Anderson, Ph.D., and Robert Langer, Sc.D., of the Massachusetts Institute of Technology.
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters, including the timing and impact of our reverse stock split. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that if we cannot comply with Nasdaq’s continued listing standards, our common stock could be delisted, and the risks identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and filed with the Securities and Exchange Commission (the “SEC”), as well as the other information we file with the SEC. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements, except as required by law. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Robert Windsor, Jr., J.D.
VP, Head of Investor Relations
Solebury Strategic Communications