Freeline Completes ADS Ratio Change
12 Mai 2023 - 2:05PM
Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced
that the company’s previously disclosed change to its American
Depositary Share (“ADS”) to ordinary share ratio has been made
effective prior to the open of business on May 12, 2023. The ratio
has changed from one (1) ADS to one (1) ordinary share to the new
ratio of one (1) ADS to fifteen (15) ordinary shares.
For the company’s ADS holders, the change in the ADS ratio has
the same effect as a one-for-fifteen reverse ADS split and is
intended to enable the company to regain compliance with the Nasdaq
minimum bid price requirement. At the effective time of the ratio
change, all ADSs then held were canceled and new ADSs were issued,
whereby for every fifteen ADSs canceled, one new ADS was issued.
Holders of uncertificated ADSs had their ADSs automatically
exchanged.
The ADS ratio change has no impact on Freeline’s underlying
ordinary shares, and no ordinary shares will be issued or canceled
in connection with the ADS ratio change. The ratio change affects
all ADS holders uniformly and will not alter any ADS holder’s
percentage interest in the company’s equity, except to the extent
that the ratio change would have resulted in an ADS holder owning
fractional ADS. No fractional ADSs were issued in the ratio change.
Instead, fractional entitlements to new ADSs will be aggregated and
sold by the depositary bank and the net cash proceeds from the sale
(after deduction of fees, taxes and expenses) will be distributed
to the applicable ADS holders by the depositary bank. Freeline’s
ADSs continue to be traded on the Nasdaq Capital Market under the
ticker symbol “FRLN.”
The company will pay the depositary fees in connection with the
ADS ratio change and expects to disclose the related charges in its
report on Form 6-K for the six months ended June 30, 2023.
About Freeline TherapeuticsFreeline is a
clinical-stage biotechnology company focused on developing
transformative gene therapies for chronic debilitating
diseases. Freeline uses its proprietary, rationally designed
AAV vector and capsid (AAVS3), along with novel promoters and
transgenes, to deliver a functional copy of a therapeutic gene into
human liver cells, thereby expressing a persistent functional level
of the missing or dysfunctional protein into a patient’s
bloodstream. The company is currently advancing FLT201, a
highly differentiated gene therapy candidate that delivers a novel
transgene, in a Phase 1/2 clinical trial in people with Gaucher
disease type 1. Freeline is headquartered in
the UK and has operations in the United
States. For more information,
visit www.freeline.life or connect with Freeline
on LinkedIn and Twitter.
Forward-Looking StatementsThis press release
contains statements that constitute “forward looking statements” as
that term is defined in the United States Private Securities
Litigation Reform Act of 1995, including statements that express
opinions, expectations, beliefs, plans, objectives, assumptions or
projections of Freeline Therapeutics Holdings plc (the “Company”)
regarding future events or future results, in contrast with
statements that reflect historical facts. These statements relate
to future events or the Company’s future financial performance and
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, levels of activity, performance
or achievements of the Company or its industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, you can identify such forward-looking
statements by terminology such as “anticipate,” “intend,”
“believe,” “estimate,” “plan,” “seek,” “project,” “expect,” “may,”
“will,” “would,” “could” or “should,” the negative of these terms
or similar expressions. Forward-looking statements are based on
management’s current beliefs and assumptions and on information
currently available to the Company, and you should not place undue
reliance on such statements. Forward-looking statements are subject
to many risks and uncertainties, including the potential that the
Company may not be able to regain compliance with the minimum bid
price requirement or continue to meet any other requirement in the
future. Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on
such statements. The Company cannot guarantee that any
forward-looking statement will be realized. Should known or unknown
risks or uncertainties materialize or should underlying assumptions
prove inaccurate, actual results could vary materially from past
results and those anticipated, estimated, or projected. Investors
are cautioned not to put undue reliance on forward-looking
statements. A further list and description of risks, uncertainties,
and other matters can be found in the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2022, and in
subsequent reports on Form 6-K, in each case including in the
sections thereof captioned “Cautionary Statement Regarding
Forward-Looking Statements” and “Item 3.D. Risk factors.” Many of
these risks are outside of the Company’s control and could cause
its actual results to differ materially from those it thought would
occur. The forward-looking statements included in this press
release are made only as of the date hereof. The Company does not
undertake, and specifically declines, any obligation to update any
such statements or to publicly announce the results of any
revisions to any such statements to reflect future events or
developments, except as required by law. For further information,
please reference the Company’s reports and documents filed with the
U.S. Securities and Exchange Commission (the “SEC”). You may review
these documents by visiting EDGAR on the SEC website at
www.sec.gov.
Media and Investor Contact:Naomi
Aokinaomi.aoki@freeline.lifeSenior Vice President, Head of Investor
Relations & Communications+ 1 617 283 4298
Freeline Therapeutics (NASDAQ:FRLN)
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