Celyad Oncology announces receipt of Nasdaq delisting notice
15 Maio 2023 - 5:01PM
Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), is a
biotechnology company focused on innovative technologies for
chimeric antigen receptor (CAR) T-cell therapies.
The Company had previously announced on April
4th, 2023, that The Nasdaq Stock Market (“Nasdaq”) notified the
Company on March 31st, 2023 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 19th, 2023, as announced by the Company on April
24th, 2023, the Company received a notice from Nasdaq informing the
Company that the minimum closing bid price per share of its
American Depositary Shares representing ordinary shares (“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). On May 5th, 2023, the
Company announced that its Board of Directors approved the
voluntary delisting of its ADSs from the Nasdaq Global Market.
On May 10th, 2023, the Company received a
notification letter from Nasdaq (the “Notice”), advising the
Company that its ADSs are scheduled for delisting from The Nasdaq
Global Market and will be suspended at the opening of U.S. business
on May 19th, 2023. The Notice stated that Nasdaq has determined
that the Company did not provide a definitive plan evidencing its
ability to achieve near term compliance with the continued listing
requirements or sustain such compliance over an extended period of
time. The Company does not intend to appeal Nasdaq’s determination
and, therefore, it is expected that the Company’s ADSs will be
delisted from the Nasdaq Global Market on May 19th, 2023. A Form
25-NSE will be filed with the U.S. Securities and Exchange
Commission (the “SEC”), which will remove the Company’s ADSs from
listing on Nasdaq. The Company will continue to be listed on
Euronext Brussels. 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.
The Company’s reporting obligations under
applicable U.S. federal securities laws are expected to continue
after the delisting from the Nasdaq Global Market.
Additional Information for ADS Holders
On May 5th, 2023, the Company announced that the
Board of Directors approved the termination of its American
Depositary Receipt (“ADR”) facility and that it will instruct
Citibank, N.A., as depositary, to issue the notice of termination
of its ADR facility to holders of ADSs according to the
requirements under the depositary agreement. At this time, such
notice has not been issued and the Company’s ADR facility remains
in place until further notice. The Company intends to release
further information on its ADR facility at a later date.
The Company reserves the right, for any reason,
to otherwise change its plans in respect of termination of the ADR
facility 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 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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