Celyad Oncology Announces Intent to Voluntarily Delist American Depository Shares From Nasdaq
May 05 2023 - 1:00AM
Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a
biotechnology company focused on innovative technologies for
chimeric antigen receptor (CAR) T-cell therapies, today announced
that its Board of Directors has approved the voluntary delisting of
its American Depositary Shares representing ordinary shares
(“ADSs”) from the Nasdaq Global Market, termination of its American
Depositary Receipt (“ADR”) facility and deregistration with the
U.S. Securities and Exchange Commission (the “SEC”) upon
satisfaction of the requirements for deregistration. The Company
will continue to be listed on Euronext Brussels.
In connection with the intended delisting, the
Company has given formal notice to The Nasdaq Stock Market
(“Nasdaq”) of its intention to voluntarily delist its ADSs. In
order to implement the delisting, the Company intends to file a
Form 25 with the SEC on or about May 15, 2023. The delisting of the
Company's ADSs will take effect no earlier than ten days after the
date of that Form 25 filing. The Company expects that as a result
of this voluntary delisting, the last trading day of its ordinary
shares on the Nasdaq Global Market will be on or about May 24,
2023. On and after such date, the ADSs of the Company will no
longer be listed on the Nasdaq Global Market and whether or not the
Company's ADSs will be traded on the over-the-counter market
thereafter will depend on the actions of shareholders and
independent third parties, without the Company's involvement.
As announced by the Company on April 4, 2023,
Nasdaq notified the Company on March 31, 2023 that the Company that
it failed to maintain the continued listing requirement under
Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market,
which requires that a listed company’s stockholders’ equity be at
least $10.0 million. Further, on April 19, 2023, as announced by
the Company on April 24, 2023, the Company received a notice from
Nasdaq informing the Company that the minimum closing bid price per
share of its ADSs was below $1.00 for a period of 30 consecutive
business days and that the Company did not meet the minimum bid
price requirement set forth in Nasdaq Listing Rule 5450(a)(1).
The Board of Directors has determined that the
voluntary delisting of the Company’s ADSs will be in the best
interests of the Company and its shareholders. The Board’s decision
was based on careful review of several factors, including the
benefits to the Company of eliminating the costs of being listed on
the Nasdaq Global Market and complying with the periodic reporting
and related obligations under the U.S. Securities Exchange Act of
1934, as amended (the "Exchange Act"), as well as eliminating the
demands on management’s time of complying with the Nasdaq listing
standards.
On the date of this announcement, the Company
will instruct Citibank, N.A., as depositary ("Citibank"), to issue
the notice of terminating its ADR facility to the holders of ADSs
according to the requirements under the deposit agreement, and the
ADR facility will be terminated on or around June 4, 2023 (the
"Termination Date"). Prior to termination of the deposit agreement,
ADR holders are entitled to surrender their ADSs to Citibank for
cancellation, and upon payment of the applicable fees, taxes and
charges as provided in the deposit agreement, receive the
underlying ordinary shares of the Company. Holders of ADSs should
contact Citibank or, to the extent holding ADSs through a bank,
broker or other nominee, should contact such bank, broker or
nominee with any questions regarding the ADSs.
The Company’s reporting obligations under
applicable U.S. federal securities laws are expected to continue
after the delisting from the Nasdaq Global Market and termination
of the ADR facility. Following satisfaction of the relevant
deregistration conditions under the applicable U.S. federal
securities laws, the Company intends to terminate its reporting
obligations under the applicable U.S. federal securities laws and
to deregister the ADSs. The Company intends to release further
information on such deregistration and termination of reporting
obligations at a later date.
The Company reserves the right, for any reason,
to delay any of the filings described above, to withdraw them prior
to effectiveness, and to otherwise change its plans in respect of
delisting, termination of the ADR facility and deregistration and
termination of its reporting obligations under applicable U.S.
federal securities laws in any way.
About Celyad Oncology
Celyad Oncology is a biotechnology company
focused on innovative technologies chimeric antigen receptor (CAR)
T-cell therapies. The Company is focusing on opportunities to fully
harness the true potential of its proprietary technology platforms
and intellectual property and support the development of
next-generation CAR T candidates in solid tumors and hematological
malignancies. Celyad Oncology is based in Mont-Saint-Guibert,
Belgium and New York, NY. For more information, please visit
www.celyad.com.
Forward-looking statements
This release may contain forward-looking
statements, within the meaning of applicable securities laws,
including the Private Securities Litigation Reform Act of 1995, as
amended, including, without limitation, statements regarding
beliefs about and expectations for the Company’s updated strategic
business model, including associated potential benefits,
transactions and partnerships, statements regarding the potential
value of the Company’s IP, and statements regarding the voluntary
delisting from Nasdaq. The words “will,” “believe,” “potential,”
“continue,” “target,” “project,” “should” and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Any
forward-looking statements in this release are based on
management’s current expectations and beliefs and are subject to a
number of known and unknown risks, uncertainties and important
factors which might cause actual events, results, financial
condition, performance or achievements of Celyad Oncology to differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without
limitation, risks related to the material uncertainty about the
Company’s ability to continue as a going concern; the Company’s
ability to realize the expected benefits of its updated strategic
business model; the Company’s ability to develop its IP assets and
enter into partnerships with outside parties; the Company’s ability
to enforce its patents and other IP rights; the possibility that
the Company may infringe on the patents or IP rights of others and
be required to defend against patent or other IP rights suits; the
possibility that the Company may not successfully defend itself
against claims of patent infringement or other IP rights suits,
which could result in substantial claims for damages against the
Company; the possibility that the Company may become involved in
lawsuits to protect or enforce its patents, which could be
expensive, time-consuming, and unsuccessful; the Company’s ability
to protect its IP rights throughout the world; the potential for
patents held by the Company to be found invalid or unenforceable;
and other risks identified in Celyad Oncology’s U.S. Securities and
Exchange Commission (SEC) filings and reports, including in the
latest Annual Report on Form 20-F filed with the SEC and subsequent
filings and reports by Celyad Oncology. These forward-looking
statements speak only as of the date of publication of this
document and Celyad Oncology’s actual results may differ materially
from those expressed or implied by these forward-looking
statements. Celyad Oncology expressly disclaims any obligation to
update any such forward-looking statements in this document to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based, unless required by law or regulation.
Celyad Oncology Contacts:
Investor Contact: |
Media Contact: |
David GeorgesVP Finance and Administrationinvestors@celyad.com |
Caroline LonezR&D Communications and Business
Developmentcommunications@celyad.com |
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