Sesen Bio Receives NASDAQ Delisting Notice
Today 8:00 AM ET (Business Wire)Print
--Delisting Notice Underscores Potential for Corporate Dissolution if Merger is not Approved by Stockholders
Sesen Bio, Inc. (Nasdaq: SESN) ("Sesen Bio" or the "Company") today announced that it has received notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") that, based upon the Company's non-compliance with the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, the Company's common stock is subject to delisting.
The Company today issued the following statement:
The receipt of this notice from Nasdaq underscores our belief that, without the pending merger with Carisma Therapeutics Inc. ("Carisma"), the most likely and feasible path for Sesen Bio will be an exchange delisting of our common stock followed by the deregistration of our common stock from the SEC and a court-managed dissolution and liquidation.
As noted previously, a court-managed dissolution and liquidation would be time consuming and expensive and would ultimately provide less value to Sesen Bio stockholders. Only approximately 60%-90%(1) of Sesen Bio's cash balance, or approximately $0.40-$0.60 per share(2), and potentially less, would be available for an initial distribution, which may not be available for six months or more after an additional stockholder vote. The full liquidation and dissolution process could take up to three years in the Delaware court system to fully settle Sesen Bio's potential future and unknown liabilities.
We are confident that the pending merger with Carisma is a meaningfully better alternative for Sesen Bio stockholders than a court-managed dissolution and liquidation. The Sesen Bio Board of Directors continues to unanimously recommend that all stockholders vote their shares in support of the pending merger in advance of the Special Meeting. We look forward to continuing to engage with stockholders regarding the significant benefits of the merger ahead of our March 2, 2023, Special Meeting of Stockholders.
As previously disclosed on January 24, 2022, the Company received written notice from the Nasdaq Listing Qualifications Department indicating that, based upon the closing bid price for the Common Stock for the previous 30 consecutive business days, the Company no longer satisfied the $1.00 bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Rule") and, in accordance with the Nasdaq Listing Rules, was afforded an initial grace period of 180 calendar days, through July 25, 2022, and a second 180-calendar day period, through January 23, 2023, to regain compliance with the Rule. The Company did not regain compliance with the Rule by January 23, 2023, which resulted in Nasdaq's January 25, 2023, determination.
The Company plans to request a hearing before the Nasdaq Hearings Panel (the "Panel"), which will stay any delisting action by the Staff and ensure that shares of Sesen Bio remain listed and eligible for trading on Nasdaq pending a determination by the Panel.
At the hearing, the Company will present its plan to evidence compliance with all applicable Nasdaq listing criteria. To that end, in connection with the proposed merger transaction with Carisma, the Company is seeking approval to implement a reverse stock split at its Special Meeting of Stockholders on March 2, 2023. There can be no assurance, however, that the Panel will grant the Company's request for continued listing or that the Company will evidence compliance with all applicable criteria for listing within any extension period that may be granted by the Panel following the hearing.
Sesen Bio's definitive proxy statement / prospectus and other materials regarding the pending merger can be found at www.SesenBioandCarisma.com.
Sesen Bio stockholders who need assistance voting or have questions regarding the Sesen Bio Special Meeting may contact Sesen Bio's proxy solicitor, MacKenzie Partners, toll-free at 1-800-322-2885 or email at email@example.com.
SVB Securities is acting as exclusive financial advisor to Sesen Bio for the transaction and Hogan Lovells US LLP is serving as its legal counsel
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