LAVAL,
QC and CAMBRIDGE,
England, Nov. 25, 2022 /CNW/ - Liminal BioSciences
Inc. (Nasdaq: LMNL) ("Liminal BioSciences" or the "Company"),
announced that it will be holding a virtual special meeting of
shareholders on January 20th, 2023,
to seek approval to amend the articles of the Company to effect a
consolidation of all of the issued and outstanding common shares of
the Company ("Common Shares") on the basis of a consolidation ratio
of ten (10) pre-consolidation Common Shares for one (1)
post-consolidation Common Share (the "Share Consolidation"),
effective as at the discretion of the board of directors of the
Company, provided that the effective date of the Share
Consolidation shall be before December 31,
2023. If approved by shareholders of the Company, the Share
Consolidation is expected to be completed in the first quarter of
2023.
The Share Consolidation is primarily intended to bring the
Company into compliance with the requirements for continued listing
on Nasdaq, particularly the requirement that the Common Shares
maintain a minimum bid price of US$1.00 per share (the "Minimum Bid Price
Requirement"). As previously disclosed, on March 4, 2022, the Company was notified of its
non-compliance with the Minimum Bid Price Requirement. In
connection with the previously announced transfer of the trading of
the Common Shares from the Nasdaq Global Market to the Nasdaq
Capital Market, Liminal BioSciences was granted a second period of
180 calendar days, or until February 27,
2023, to regain compliance with the Minimum Bid Price
Requirement. If the Company does not regain compliance prior to
this date, the Common Shares will be delisted from Nasdaq, but the
Company will have the option to request a hearing to appeal the
delisting determination and request additional time to regain
compliance with the Minimum Bid Price Requirement.
Assuming no other change in the issued capital of the Company,
it is expected that upon completion of the Share Consolidation, the
31,042,560 Common Shares issued and outstanding prior to the Share
Consolidation will be reduced to approximately 3,104,256 Common
Shares after giving effect to the Share Consolidation without
taking into account the impact of any adjustments required as a
result of the treatment of fractional shares. The exact number of
Common Shares outstanding after the Share Consolidation will vary
based on the elimination of fractional shares. No fractional Common
Shares will be issued upon the Share Consolidation and all
fractions of post-consolidation Common Shares will be either bought
by the Company or rounded up based on a threshold to be determined
by the Company and to be detailed in the proxy statement that will
be sent to shareholders and filed on www.SEDAR.com and www.sec.gov
(the "Circular").
The Share Consolidation is not expected affect any shareholder's
percentage ownership interests or proportionate voting power,
except for de minimis changes due to the treatment of
fractional shares. In addition, the Share Consolidation would not
reduce the total number of Common Shares that Liminal BioSciences
is authorized to issue. Liminal BioSciences' board of directors
reserves the right to elect not to proceed with the Share
Consolidation if it determines that implementing the Share
Consolidation is no longer in the best interests of the
Company.
Additional information regarding the special meeting and the
Share Consolidation, including a Circular, will be sent to
shareholders and filed on www.SEDAR.com and www.sec.gov.
Important Additional Information
for Stockholders
This communication in this press release does not constitute a
solicitation of any vote or approval. In connection with the
proposed Share Consolidation, Liminal BioSciences expects to send a
proxy circular to the stockholders of Liminal BioSciences' and the
proxy circular will be filed on SEDAR and EDGAR. Stockholders
are urged to read the proxy statement (including any amendments or
supplements) and other documents filed with on SEDAR and EDGAR
carefully in their entirety when they become available because they
will contain important information about Liminal
BioSciences and the proposed Share Consolidation.
Liminal BioSciences and its directors and executive officers and
other persons may be deemed to be participants in the solicitation
of proxies in respect of the Share Consolidation. Information
regarding Liminal BioSciences' directors and executive officers
will be available in Liminal BioSciences' joint proxy
statement/prospectus to be filed on www.SEDAR.com and
www.sec.gov.
About Liminal BioSciences
Inc.
Liminal BioSciences is a development-stage biopharmaceutical
company focused on discovering and developing distinctive novel
small molecule therapeutics for inflammatory, fibrotic, and
metabolic diseases using our drug discovery platform with a
data-driven approach. The Company is currently developing GPR84
antagonists and OXER1 antagonists. In addition to these programs,
the Company continues to explore other development opportunities to
add to its pipeline.
Liminal BioSciences has active business operations in
Canada and the United Kingdom.
Forward-Looking
Statements
This press release contains forward-looking statements 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. Some of the forward-looking statements can be identified
by the use of forward-looking words. Statements that are not
historical in nature, including the words "anticipate," "expect,"
"suggest," "plan," "believe," "intend," "estimate," "target,"
"project," "should," "could," "would," "may," "will," "forecast"
and other similar expressions are intended to identify
forward-looking statements. Forward–looking statements include,
among other things, statements concerning: the impact of the Share
Consolidation on the Company's ability to regain compliance with
the Minimum Bid Price Requirement; Liminal BioSciences'
stockholders approval of the Share Consolidation; the number of
issued and outstanding Common Shares after giving effect to the
Share Consolidation; and the timing and impacts of the Share
Consolidation; the advancement of Liminal BioSciences' product
candidates and the potential development of the Company's research
and development programs. These statements are "forward-looking"
because they are based on our current expectations about the
markets we operate in and on various estimates and assumptions.
Actual events or results may differ materially from those
anticipated in these forward-looking statements if known or unknown
risks affect our business or the Share Consolidation, or if our
estimates or assumptions turn out to be inaccurate. Among the
factors that could cause actual results to differ materially from
those described or projected herein include, but are not limited
to, risks associated with: the risk that Liminal BioSciences'
stockholders may not approve the Share Consolidation, that the
Share Consolidation will not result in a sustained increase in the
per share market price for the common stock for the minimum period
necessary to permit Liminal BioSciences' to comply with the minimum
bid price requirement; the Company's ability to develop,
manufacture, and successfully commercialize product candidates, if
ever; and general changes in economic conditions. You will
find a more detailed assessment of these risks, uncertainties and
other risks that could cause actual events or results to materially
differ from our current expectations in the filings and reports the
Company makes with the U.S. Securities and Exchange Commission and
Canadian Securities Administrators, including in the Annual Report
on Form 20-F for the year ended December 31,
2021, as well as other filings and reports Liminal
Biosciences' may make from time to time. As a result of such risks,
we cannot guarantee that any given forward-looking statement will
materialize. Existing and prospective investors are cautioned not
to place undue reliance on these forward-looking statements and
estimates, which speak only as of the date hereof. We assume no
obligation to update any forward-looking statement contained in
this press release even if new information becomes available, as a
result of future events or for any other reason, unless required by
applicable securities laws and regulations.
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SOURCE Liminal BioSciences Inc.