Lyon (France) and Cambridge (MA, US), March 11, 2024, at 7:00 a.m. CET – PHAXIAM Therapeutics (Nasdaq & Euronext: PHXM), a biopharmaceutical company developing innovative treatments against resistant bacterial infections,
today announced that the Nasdaq Capital Market’s (“Nasdaq”) voluntary withdrawal of
American Depositary Shares
(“ADS”) representing its ordinary shares, is now effective. Each ADS represents one ordinary share of the Company. The Company will file a Form F-15 with the
Securities and Exchange Commission
(“SEC”) to suspend its reporting obligations under the
Securities Exchange Act
of 1934, as amended (“Exchange Act”), with respect to ADSs and underlying common stock. The Company anticipates that the deregistration of the ADSs under
the Exchange Act
will be effective 90 days after filing Form F-15.
Information for ADS holders
The Bank of New York Mellon
acts as depositary (the “Depositary”) under the Company’s ADS program. Each ADS represents one ordinary share. PHAXIAM intends to terminate the amended deposit agreement, dated May 14, 2018, entered into between the Company, the depositary and the owners and holders of ADSs (the “Deposit Agreement”) as of May 23, 2024.
Pursuant to the terms of the deposit agreement, ADS holders will have at least until
May 28, 2024 to surrender their ADSs for delivery of the underlying ordinary shares. If they renounce the ADSs for delivery of the underlying ordinary shares, they will have to pay a conversion fee of $17.50, a cancellation fee of up to $0.05 per
American Depositary Receipts
(“ADR”) returned and any applicable U.S. or local government taxes or charges. To exchange ADSs for ordinary shares of the Company, ADS holders must instruct their brokers to return the ADSs to
The Bank of New York Mellon
(DTC No. 2504). As part of this discount, brokers must include distribution instructions for common stock in the DTC comments field, including information such as the name and BIC of the local bank/broker and/or code. appropriate delivery, beneficiary name and account number. Dealers located in the United States holding ADSs on behalf of their clients may contact [email protected] with questions regarding the conversion and settlement procedure.
On or around May 28, 2024, the Depositary may elect to sell its underlying ordinary shares. If the Depositary has sold its shares, ADS holders must return their securities in order to obtain payment of the proceeds from the sale of the underlying ordinary shares, less transaction costs, any United States or local taxes or any government fees and a cancellation fee of up to $0.05 per ADS.
For the delivery of ADRs, the address of the Depositary is as follows:
The Bank of New York Mellon
240 Greenwich Street, New York, New York 10286, to the attention of:
Depositary Receipt Administration
. Registered or express mail is recommended to deliver the ADRs to the Depositary. For any questions regarding the rules, please contact [email protected].
Investors will still be able to present their ADSs to
The Bank of New York Mellon
. Investors will receive either the underlying common shares (if not already sold by the custodian) or the cash received by the custodian upon sale of the underlying common shares, net of fees, if such shares underlying assets were sold. For more information, investors can contact [email protected].
About PHAXIAM Therapeutics
PHAXIAM is a biopharmaceutical company that develops innovative treatments against resistant bacterial infections, responsible for many serious infections. The company relies on an innovative approach based on the use of phages, natural bacteria-killing viruses. PHAXIAM is developing a portfolio of phages targeting 3 of the most resistant and dangerous bacteria, which alone represent more than two thirds of resistant nosocomial infections:
Staphylococcus aureus
,
Escherichia coli
And
Pseudomonas aeruginosa
.
PHAXIAM is listed on the Nasdaq Capital Market in the United States (ticker: PHXM) and on the regulated market of Euronext in Paris (ISIN code: FR0011471135, ticker: PHXM). PHAXIAM is part of the CAC Healthcare, CAC Pharma & Bio, CAC Mid & Small, CAC All Tradable, EnterNext PEA-PME 150 and Next Biotech indices.
For more information, please visit: www.phaxiam.com
Contacts
|
PHAXIAM Eric Soyer COO & CFO +33 4 78 74 44 38 [email protected] |
NewCap Mathilde Bohin / Dušan Orešanský Investor relations Arthur Rouille Media Relations +33 1 44 71 94 94 [email protected] |
Forecast information
This press release contains forward-looking statements, forecasts and estimates regarding the clinical programs, development plans, business and regulatory strategy and anticipated future performance of PHAXIAM and the market in which it operates. Some of these statements, forecasts and estimates may be identified by the use of words such as, without limitation, “believe”, “anticipate”, “expect”, “intend”, “plan”, “seek to”, “estimate”, “may”, “continue” and other similar expressions. All statements contained in this press release other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding PHAXIAM’s expectations regarding the effects of the transfer of the listing of its ADSs on the Nasdaq Capital Market. These statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were believed to be reasonable at the time they were made but which may or may not prove to be accurate. Actual events are difficult to predict and may depend on factors beyond PHAXIAM’s control. Therefore, actual results may differ materially from anticipated future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Important factors that could cause actual results to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the Company’s deregistration of the ADSs representing its common stock under the Exchange Act; (2) termination by the Company of the deposit agreement and (3) other risks and uncertainties indicated from time to time in regulatory documents filed by PHAXIAM. A more detailed description of these risks, uncertainties and other risks can be found in the regulatory documents filed by the Company with the Autorité des Marchés Financiers (AMF), in the documents and reports filed by the Company with the Securities and Exchange Commission ( SEC), including in the Company’s 2022 Universal Registration Document filed with the AMF on March 28, 2023 and in the Company’s Annual Report on Form 20-F filed with the SEC on March 28, 2023, as well as in future documents and reports filed by the Company. Given these uncertainties, no representation is made as to the accuracy or fairness of these forward-looking statements, forecasts and estimates. Further, forward-looking statements, forecasts and estimates speak only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. PHAXIAM undertakes no obligation to update any such forward-looking statements, forecasts or estimates to reflect any change in PHAXIAM’s expectations with respect thereto, or any change in events, conditions or circumstances on which such statements, forecasts or estimates are based, except to the extent required by law.
Attachment
20240311_CP_PHAXIAM_Nasdaq_effective withdrawal_FR_VF