NLTX Neoleukin Therapeutics Inc

Neoleukin Therapeutics, Inc., “Neoleukin” or the “Company” (NASDAQ:NLTX), a biopharmaceutical company that has designed de novo protein therapeutics utilizing sophisticated computational methods, today announced that its Board of Directors (“Board”) has approved a reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1-for-4. The reverse stock split will become effective at 12:02 a.m., Eastern Time on December 18, 2023. The Company's common stock is expected to begin trading on a post-reverse stock split basis on the Nasdaq Global Market on December 19, 2023, under the new name Neurogene Inc. and under the new symbol "NGNE" following the anticipated closing of the merger with Neurogene Inc. (the “Merger”), with a new CUSIP number 64135M105. The reverse stock split was effected to ensure the combined company’s compliance with the minimum bid price requirement of $4.00 per share for initial listing on the Nasdaq Global Market. The reverse stock split was approved by Neoleukin’s stockholders at the Company’s special meeting of stockholders held on December 13, 2023, to be effected in the Board’s discretion within approved parameters of not less than 1-for-1.5 and not more than 1-for-5. The final reverse stock split ratio was approved by the Board on December 13, 2023. The reverse stock split is expected to reduce the number of shares of the Company’s outstanding common stock from approximately 9,398,497 shares to approximately 2,349,624 shares. The number of shares of the Company's authorized common stock was not affected by the reverse stock split, but at the special meeting of stockholders, Neoleukin's stockholders approved an increase in the number of shares of the Company's authorized common stock from 20,000,000 shares to 500,000,000 shares in connection with the anticipated closing of the Merger. As a result of the reverse stock split, proportionate adjustments will be made to the exercise prices and number of shares of Neoleukin’s common stock underlying the Company’s outstanding equity awards and pre-funded warrants for common stock, as well as the number of shares of common stock issuable under the Company’s equity incentive plan and employee stock purchase plan. There will be no change to the par value per share.

Following the closing of the Merger, the combined company’s total outstanding common stock (excluding the exercise of any pre-funded warrants) is expected to be approximately 13,676,732 shares.

Information for Neoleukin Stockholders

Neoleukin’s transfer agent, Equiniti Trust Company, LLC, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-split shares of Neoleukin’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. None of Neoleukin’s common stock is held in certificate form. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of Neoleukin’s shares, with the exception of those stockholders receiving cash in lieu of fractional shares.

About Neoleukin Therapeutics, Inc.

Neoleukin is a biopharmaceutical company that has historically created next generation immunotherapies for cancer, inflammation and autoimmunity using de novo protein design technology. Neoleukin developed sophisticated computational methods to design proteins that demonstrate specific pharmaceutical properties that provide potentially superior therapeutic benefit over native proteins. As of March 2023, the Company has restructured its operations to conserve capital. For more information, please visit the Neoleukin website: www.neoleukin.com.

About Neurogene

The mission of Neurogene is to treat devastating neurological diseases to improve the lives of patients and families impacted by these rare diseases. Neurogene is developing novel approaches and treatments to address the limitations of conventional gene therapy in central nervous system disorders. This includes selecting a delivery approach to maximize distribution to target tissues and designing products to maximize potency and purity for an optimized efficacy and safety profile. Neurogene’s novel and proprietary EXACT transgene regulation platform technology allows for the delivery of therapeutic levels while limiting transgene toxicity associated with conventional gene therapy. Neurogene has constructed a state-of-the-art gene therapy manufacturing facility in Houston, Texas.

Cautionary Note Regarding Forward Looking Statements

Certain of the statements made in this press release are “forward-looking” or may have “forward-looking” implications within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, related to Neoleukin’s future stock price, the effects of the reverse stock split on stockholders, compliance with Nasdaq listing standards, the anticipated closing of the Merger, Neoleukin’s ability to remain listed on the Nasdaq Capital Market and the combined company’s ability to gain listing and remain listed on the Nasdaq Global Market. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Information about the risks and uncertainties faced by Neoleukin is contained in the section captioned "Risk Factors" in the Company's most recent Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (“Commission”) on November 14, 2023, and in other reports that the Company files with the Commission. In addition, the Company's forward-looking statements could be affected by general industry and market conditions and regulatory approvals. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Except as required by federal securities laws, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new events, uncertainties or other contingencies.

CONTACT:

Investor Relations and Media: Neoleukin Therapeutics, investors@neoleukin.com

SOURCE Neoleukin Therapeutics, Inc.