Cassava Sciences, Inc. (Nasdaq: SAVA) ("Cassava Sciences" or the
"Company") today announced the completion of a previously announced
distribution of warrants (the “Warrants”) to its shareholders. The
Warrants now trade on Nasdaq under the ticker SAVAW.
Stockholders received four (4) Warrants for each
ten (10) shares of the Company’s common stock held as of December
22, 2023 (the “Record Date”), rounded down to the nearest whole
number for any fractional warrant. As an example, a shareholder who
owned 1,000 shares of Cassava Sciences as of the Record Date
received a distribution of 400 Warrants on January 3, 2024. Each
Warrant entitles the holder to purchase, at the holder’s sole and
exclusive election, one share of Cassava Sciences’ common stock at
an initial exercise price of $33.00 per share plus, as applicable
and as described below, the Bonus Share Fraction.
Warrant holders may cash-exercise their
Warrants, or they may sell their Warrants on the open market.
Cassava Sciences will receive cash proceeds only from Warrant
holders who exercise their Warrants under the terms and conditions
of a warrant agreement filed with the U.S. Securities and Exchange
Commission (“SEC”).
All Warrants will expire on Friday, November 15,
2024, at 5:00 p.m. New York City time, unless redeemed by the
Company before that date. The Warrants will be redeemable by the
Company on or after April 15, 2024, upon 20 calendar days’ notice.
Warrants will have no financial value after they expire or are
redeemed by the Company, whichever comes first.
Details of Bonus Share
ProgramAll Warrant holders may participate in the Bonus
Share Program. The Bonus Share Fraction entitles a holder to
receive an additional 0.5 of a share of common stock for each
Warrant exercised (the “Bonus Share Fraction”) without payment of
any additional exercise price. The right to receive the Bonus Share
Fraction will expire at 5:00 p.m. New York City time (the “Bonus
Share Expiration Date”) upon the earlier of (i) the first business
day following the last day of the first 30 consecutive trading day
period, commencing on or after January 3, 2024, in which the daily
volume weighted average price (“VWAP”) of the shares of common
stock has been at least equal to a specified price, initially
$26.40 per share, for at least 20 trading days (whether or not
consecutive) (the “Bonus Price Condition”) and (ii) the date
specified by the Company upon not less than 20 business days’
public notice. Any Warrant exercised after the Bonus Share
Expiration Date will not be entitled to the Bonus Share Fraction.
Cassava Sciences will make a public announcement of the Bonus Share
Expiration Date (i) prior to market open on the Bonus Share
Expiration Date in the case of a Bonus Price Condition and (ii) at
least 20 business days prior to such date, in the case of the
Company setting a Bonus Share Expiration Date.
The distribution of the Warrants has not been
registered under the Securities Act of 1933, as amended, because
the issuance of a distribution in the form of a warrant for no
consideration is not a sale or disposition of a security or
interest in a security for value pursuant to Section 2(a)(3) of the
Securities Act of 1933.
The Company has filed with the SEC a prospectus
supplement, under its existing shelf registration statement,
registering the shares of common stock underlying the Warrants.
Warrant holders should carefully read this prospectus supplement,
including the Risk Factors section included and incorporated by
reference therein. Warrant Holders should also carefully read the
Warrant Agreement as it contains important information about the
terms and conditions of the Warrants.
Questions from shareholders regarding their
financial accounts will need to be addressed by their financial
broker/advisor. An augmented Q&A regarding this warrant
distribution has been posted in the Investor’s section of the
Company’s website, https://www.CassavaSciences.com
About Cassava Sciences,
Inc.Cassava Sciences is a clinical-stage biotechnology
company based in Austin, Texas. Our mission is to detect and treat
neurodegenerative diseases, such as Alzheimer’s disease. Our novel
science is based on stabilizing—but not removing—a critical protein
in the brain. Simufilam, our lead product candidate, is in clinical
testing in a pair of Phase 3 clinical trials in patients with
Alzheimer’s disease dementia. Our product candidates have not been
approved by any regulatory authority, and their safety, efficacy or
other desirable attributes have not been established.
For more information, please visit:
https://www.CassavaSciences.com
For More Information Contact:
Eric Schoen, Chief Financial Officer(512)
501-2450ESchoen@CassavaSciences.com
The foregoing press release does not purport to
be a complete summary of the Company’s warrant distribution and is
qualified in its entirety by reference to the full text of the
warrant distribution related agreements and other relevant
documents filed with the SEC and incorporated by reference herein
in their entirety.
Cautionary Note Regarding
Forward-Looking Statements: This Press Release and the
Q&A referenced in it contain forward-looking statements,
including statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995, that may
include but are not limited to: the development of new treatment
options for people with Alzheimer’s disease; the long-term success
of the Company; the Company’s ability to raise additional capital
while protecting stockholders from excessive dilution; the design,
scope, completion, intended purpose, or future results of our
warrant distribution; any expected clinical results of our on-going
Phase 3 studies of simufilam in Alzheimer’s disease; the treatment
of people with Alzheimer’s disease dementia; the safety or efficacy
of simufilam in people with Alzheimer’s disease dementia; expected
cash use of proceeds from the warrant distribution, if any; the
trading price and liquidly of the warrants; the continued
development of an acceptable trading market for the warrants;
whether and when warrants will be redeemed by the Company; whether
the distribution of a warrant is a taxable event; comments made by
our employees regarding the warrant distribution, simufilam, and
potential benefits, if any, of our product candidates. These
statements may be identified by words such as “may,” “anticipate,”
“believe,” “could,” “expect,” “forecast,” “intend,” “plan,”
“possible,” “potential,” and other words and terms of similar
meaning.
Simufilam is our investigational product
candidate. It is not approved by any regulatory authority in any
jurisdiction and its safety, efficacy or other desirable attributes
have not been established in patients.
Drug development and commercialization involve a
high degree of risk, and only a small number of research and
development programs result in commercialization of a product.
Clinical results and analyses of our previous studies should not be
relied upon as predictive of Phase 3 studies or any other study.
Our clinical results from earlier-stage clinical trials may not be
indicative of full results or results from later-stage or larger
scale clinical trials and do not ensure regulatory approval. You
should not place undue reliance on these statements or any
scientific data we present or publish.
Forward looking statements are based largely on
our current expectations and projections about future events. Such
statements speak only as of the date of this news release and are
subject to a number of risks, uncertainties and assumptions,
including, but not limited to, those risks relating to the ability
to conduct or complete clinical studies on expected timelines, to
demonstrate the specificity, safety, efficacy or potential health
benefits of our product candidates, any unanticipated impacts of
the warrant distribution on our business operations, and including
those described in the section entitled “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2022,
and future reports to be filed with the SEC. The foregoing sets
forth many, but not all, of the factors that could cause actual
results to differ from expectations in any forward-looking
statement. In light of these risks, uncertainties and assumptions,
the forward-looking statements and events discussed in this Press
Release and in the Q&A referenced in it are inherently
uncertain and may not occur, and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. Accordingly, you should not rely upon
forward-looking statements as predictions of future events. Except
as required by law, we disclaim any intention or responsibility for
updating or revising any forward-looking statements contained in
this news release. For further information regarding these and
other risks related to our business, investors should consult our
filings with the SEC, which are available on the SEC's website at
www.sec.gov
No Offer or Solicitation
This Press Release and the Q&A referenced in
it shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of, these securities in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A Form 8-A
registration statement and prospectus supplement describing the
terms of the warrants has been filed with the Securities and
Exchange Commission (the "SEC") and is available on the SEC's
website located at http://www.sec.gov. Warrant holders and holders
of Company common stock should read the prospectus supplement
carefully, including the Risk Factors section included and
incorporated by reference therein. This press release contains a
general summary of the warrants. Please read the full text of the
warrant agreement carefully as it will contain important
information about the terms of the warrants.
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