Cassava Sciences, Inc. (Nasdaq: SAVA) (“Cassava Sciences” or the
"Company") today announced that Monday, May 6, 2024 is the last and
final day to exercise the warrants that were previously distributed
to its shareholders on January 3, 2024 (the “Warrants”). Holders
who exercise their Warrants will receive 1.5 shares of Cassava
Sciences’ common stock per Warrant, for an effective price of
approximately $22.00 per share.
Any Warrants that are not validly exercised by
5:00 p.m. New York City time on May 6, 2024 will be redeemed by the
Company on May 7, 2024 (the “Redemption Date”) for a nominal
payment of $0.001 per warrant (the “Redemption Price”). The
Redemption Price will become due and payable with respect to each
outstanding warrant on the Redemption Date. Warrants shall
terminate and expire upon payment of the Redemption Price on the
Redemption Date.
We highly encourage holders of Warrants to allow
sufficient time for their financial institutions to process their
Warrants prior to the deadline of May 6th, 5pm New York City time.
There will be no opportunity to exercise warrants after this
deadline.
Details of the Warrant Distribution and
Bonus Share Program
On or around January 3, 2024, Company
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.
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 the Bonus Share Fraction.
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 exercise Warrants (and
thereby receive the Bonus Share Fraction) will end at 5:00 p.m. New
York City time on May 6, 2024.
Prior to the Redemption Date, Warrant holders
may cash-exercise their Warrants, or they may sell their Warrants
on the open market.
As noted above, because the Company has elected
to redeem the Warrants, Monday, May 6, 2024, is the last and final
day to exercise the Warrants. Any Warrants that are not validly
exercised by 5:00 p.m. New York City time on May 6, 2024, will be
redeemed by the Company on the Redemption Date of May 7, 2024 for a
nominal Redemption Price of $0.001 per warrant.
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”).
For any further details regarding the Warrant
distribution and the terms of the Warrants, including the
provisions regarding redemption of the Warrants, see the Current
Report on Form 8-K filed by the Company on January 3, 2024. The
Company filed with the SEC a prospectus supplement dated January 3,
2024, 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. A Q&A regarding the 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
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; the trading
price and liquidly of the warrants; the continued development of an
acceptable trading market for the warrants; the actual redemption
of the Warrants on the Redemption Date; whether the distribution of
a warrant was 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, 2023,
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 was 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. Please read the full text of the
warrant agreement carefully as it contains important information
about the terms of the warrants.
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