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Apollomics Inc. (incorporated in the Cayman Islands with limited liability) (Nasdaq: APLM) 989 E. Hillsdale Blvd., Suite 220 Foster City, California 94404 NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HEL

Key Takeaway: Apollomics Inc. has called for an extraordinary general meeting on November 14, 2024, to discuss a proposed reverse share split aimed at increasing the per-share trading price. This action is intended to help the company meet the NASDAQ minimum bid price requirement of $1.00, as it currently trades below this threshold. If compliance is not achieved by the deadline of January 13, 2025, the company faces delisting. Shareholders will vote on the proposal, which also aims to enhance the company's attractiveness to institutional investors.

Market Sentiment Analysis

POSITIVE FACTORS

  • The company is taking proactive measures to maintain its NASDAQ listing.
  • The reverse share split may potentially increase the marketability of the shares.
  • Management is actively engaging with shareholders to solicit votes.

CONCERNS & RISKS

  • The current share price is significantly below the $1.00 minimum required for NASDAQ listing.
  • There is a risk of potential delisting if compliance is not met.
  • Investor perception may remain negative due to the low share price.

Full Press Release Details

(incorporated in the Cayman Islands with limited liability)
Hillsdale Blvd., Suite 220
Foster City, California 94404
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 14, 2024
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the Meeting ) of the shareholders of Apollomics Inc. (the
Company ) will be held on November 14, 2024, at 10:00 a.m., Eastern Standard Time, conducted solely online via live webcast. You will be able to attend and participate in the Meeting online, and vote your shares electronically
prior to the Meeting at www.proxyvote.com and during the Meeting at www.virtualshareholdermeeting.com/APLM2024SM. There is no physical location for the Meeting.
The Meeting and any or all adjournments or postponements thereof will be held for shareholders to consider and, if thought fit, pass the following
The Board of Directors has fixed the close of business on October 21, 2024 as the record date (the
Record Date ) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof. Only holders of the shares of the Company on the Record Date are entitled to
receive notice of and to vote at the Meeting or any adjournment or postponement thereof.
Management is soliciting proxies. Shareholders who are entitled
to attend and vote at the Meeting or any adjournment or postponement thereof are entitled to appoint one or more proxies to attend and vote on that shareholder s behalf. Registered shareholders who wish to appoint a proxy are requested to
complete, date, and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online prior to the Meeting at www.proxyvote.com and during
the Meeting at www.virtualshareholdermeeting.com/APLM2024SM, (ii) vote it by phone at +1 800-690-6903, or (iii) mail it in the postage-paid envelope or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Beneficial holders of shares held in street name are entitled to vote those shares in accordance with the instructions provided by their broker. To ensure that their shares
are voted at the upcoming meeting of shareholders, they must follow the instructions provided by their broker.
For the proxy to be valid, the duly
completed and signed form of proxy must be received before the time appointed for holding the Meeting or any adjournment or postponement of the Meeting. A shareholder may appoint as his, her, or its proxy a person other than those named in the
enclosed form of proxy. A proxy needs not be a shareholder of the Company.
By Order of the Board of Directors,
/s/ Guo-Liang Yu
Guo-Liang Yu, Ph.D.
Chairman and Chief Executive Officer
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
10:00 a.m., Eastern Standard Time
The board of directors (the Board of Directors ) of Apollomics Inc. (the Company ) is soliciting proxies for the
extraordinary general meeting of shareholders (the Meeting ) of the Company to be held on November 14, 2024, at 10:00 a.m., Eastern Standard Time, conducted solely online via live webcast at
www.virtualshareholdermeeting.com/APLM2024SM or at any adjournment or postponement thereof.
PURPOSE AND OVERVIEW OF THE REVERSE SHARE SPLIT
Our primary objective in effectuating the Reverse Share Split would be to attempt to raise the per-share
trading price of our shares to continue our listing on the Nasdaq Stock Market. To maintain listing, the Nasdaq Stock Market requires, among other things, that our class A ordinary shares (the Class A Ordinary
Shares ) maintain a minimum closing bid price of $1.00 per share. On the Record Date, the closing price for our Class A Ordinary Shares on the Nasdaq Stock Market was $0.1368 per share.
On January 16, 2024, we received a deficiency letter from The Nasdaq Stock Market LLC ( Nasdaq ) notifying the Company that, for the
last 30 consecutive business days, the bid price for the Company s Class A Ordinary Shares had closed below the minimum bid price for continued inclusion on the Nasdaq Stock Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the
minimum bid price rule ). In accordance with Nasdaq rules, the Company was provided an initial period of 180 calendar days, or until July 15, 2024, to regain compliance. Under the Nasdaq rules, companies may be eligible for an
additional 180 calendar day compliance period and Nasdaq granted the Company an extension until January 13, 2025 to regain compliance. If the Company does not regain compliance with the minimum bid price rule by January 13, 2025 and is not
eligible for an additional compliance period, Nasdaq will provide written notification to the Company that our Class A Ordinary Shares may be delisted.
Our Board is seeking shareholder approval of the Reverse Share Split in order to have the authority to effectuate the Reverse Share Split as a means of
increasing the share price of our Class A Ordinary Shares at or above $1.00 per share in order to avoid further action by Nasdaq, in the event we are not able to satisfy the minimum bid price requirement in adequate time before the deadline. We
expect that the Reverse Share Split would increase the bid price per share of our Class A Ordinary Shares above the $1.00 per share minimum price, thereby satisfying this listing requirement. However, there can be no assurance that the Reverse
Share Split would have that effect, initially or in the future, or that it would enable us to maintain the listing of our Class A Ordinary Shares on the Nasdaq Stock Market. The proposed Reverse Share Split is not intended to be an
anti-takeover device.
In addition, we believe that the low per-share market price of our Class A Ordinary
Shares impairs its marketability to, and acceptance by, institutional investors and other members of the investing public and creates a negative impression of the Company. Theoretically, decreasing the number of Class A Ordinary Shares
outstanding should not, by itself, affect the marketability of the shares, the type of investor who would be interested in acquiring them or our reputation in the financial community. In practice, however, many investors, brokerage firms and market
makers consider low-priced stocks or shares as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks or shares. Moreover, the analysts at many brokerage firms do
not monitor the trading activity or otherwise provide coverage of lower-priced stocks or shares. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the price of our Class A Ordinary Shares
but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of our Class A Ordinary Shares.
We also believe that a higher share price could help us attract and retain employees and other service
providers. We believe that some potential employees and service providers are less likely to work for a company with a low share price, regardless of the size of the company s market capitalization. If the Reverse Share Split successfully
increases the per-share price of our Class A Ordinary Shares, we believe this increase would enhance our ability to attract and retain employees and service providers. Further, the Reverse Share Split
together with the Authorised Share Capital Increase will result in additional authorised and unissued shares becoming available for general corporate purposes as the Board may determine from time to time, including for use under its equity
We believe that the decrease in the number of shares of our outstanding share capital because of the Reverse Share Split, and the
anticipated increase in the price per share, would possibly promote greater liquidity for our shareholders with respect to their shares. However, liquidity may be adversely affected by the reduced number of shares that would be outstanding if the
Reverse Share Split is effected, particularly if the price per share of our Class A Ordinary Shares begins a declining trend after the Reverse Share Split is effectuated.
There can be no assurance that the Reverse Share Split would achieve any of the desired results. There also can be no assurance that the price per share of
our Class A Ordinary Shares immediately after the Reverse Share Split would increase proportionately with the Final RS Ratio, or that any increase would be sustained for any period of time.
We believe the Reverse Share Split is the most likely way to assist the share price in reaching the minimum bid level required by the Nasdaq Stock Market,
although effecting the Reverse Share Split cannot guarantee that we would be in compliance with the minimum bid price requirement for even the minimum ten-day trading period required by the Nasdaq Stock
Market. Furthermore, the Reverse Share Split cannot guarantee we would be in compliance with the market capitalization, net worth, shareholders equity or other criteria required to maintain our listing on the Nasdaq Stock Market. If our
shareholders do not approve the Reverse Share Split and our share price does not otherwise increase to greater than $1.00 per Class A Ordinary Share for an least ten consecutive trading days before January 13, 2025, we expect our
Class A Ordinary Shares to be subject to a delisting action by Nasdaq.
If our Class A Ordinary Shares were delisted from the Nasdaq Stock
Market, trading of our Class A Ordinary Shares may thereafter be conducted on the OTC Bulletin Board or the pink sheets. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the
price of, our Class A Ordinary Shares. To relist shares of our share capital on the Nasdaq Stock Market, we would be required to meet the initial listing requirements for the Nasdaq Stock Market, which are more stringent than the maintenance
If our Class A Ordinary Shares were delisted from the Nasdaq Stock Market and the price of our Class A Ordinary Shares was below
$5.00 at such time, such shares would come within the definition of penny stock as defined in the Exchange Act and would be covered by Rule 15g-9 of the Exchange Act. That rule imposes additional
sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5 million or individuals with net worth in excess of
$1 million or annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser s written agreement to the transaction prior to the sale. These additional sales practice restrictions would make trading in our Class A Ordinary Shares more difficult and the market less efficient.
In evaluating whether to seek shareholder approval of the Reverse Share Split, our Board took into consideration negative factors associated with reverse
share splits. These factors include: the negative perception of reverse share splits that investors, analysts and other stock market participants may hold; the fact that the stock or share prices of some companies that have effected reverse stock or
share splits have subsequently declined, sometimes significantly, following their reverse stock or share splits; the possible adverse effect on liquidity that a reduced number of outstanding shares could cause; and the costs associated with
implementing a reverse stock or share split.
Even if our shareholders approve the Reverse Share Split, our Board reserves the right not to effect the
proposed Reverse Share Split in its entirety if in our Board s opinion it would not be in the best interests of the Company or our shareholders to effect a reverse share split.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
Registered shareholders and duly appointed proxyholders will be able to attend, participate, and vote at the Meeting. Beneficial shareholders who hold their
shares through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholders will be able to attend as guests, but will not be able to participate in or vote at
Holders of shares of the Company of record at the close of business on October 21, 2024 (the Record Date ) are
entitled to attend and vote at the Meeting or at any adjournment or postponement thereof. Two or more shareholders holding not less than one-third of the total issued voting share capital of the Company
present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative representing and entitled to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder s behalf. A proxy needs
not be a shareholder of the Company. Each holder of the Company s shares shall be entitled to one vote in respect of each share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, the resolutions
will be proposed as follows:
The Board of Directors
recommends a vote FOR each of the Proposals No. 1 to No. 3.
Any other business as may properly come before the Meeting or any
reconvened meeting after adjournment will be voted on in person or by proxy at the meeting.
VOTING AND SOLICITATION
Each shareholder shall be entitled to one (1) vote per Class A or Class B Ordinary Share held on all matters subject to vote at the Meeting.
Shareholders entitled to vote at the Meeting may do so at the Meeting.
Shareholders who are entitled to attend and vote at the Meeting or any adjournment
or postponement thereof are also entitled to appoint one or more proxies to attend and vote on that shareholder s behalf. Registered shareholders who wish to appoint a proxy are requested to complete, date, and sign the enclosed form of proxy
in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i) vote it online prior to the Meeting at www.proxyvote.com and during the Meeting at
www.virtualshareholdermeeting.com/APLM2024SM, (ii) vote it by phone at +1 800-690-6903, or (iii) mail it in the postage-paid envelope or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Beneficial holders of shares held in street name are entitled to vote those shares in accordance with the instructions provided by their broker. To ensure that their shares are voted
at the upcoming meeting of shareholders, they must follow the instructions provided by their broker.
REVOCABILITY OF PROXIES

Frequently Asked Questions

When is the extraordinary general meeting of Apollomics Inc.?

The meeting is scheduled for November 14, 2024, at 10:00 a.m. EST.

How can shareholders participate in the upcoming meeting?

Shareholders can attend online at www.virtualshareholdermeeting.com/APLM2024SM.

What is the purpose of the Reverse Share Split?

The Reverse Share Split aims to raise the share price above $1.00 for Nasdaq compliance.

What is the Record Date for the meeting?

The Record Date is October 21, 2024, determining eligible voting shareholders.

Is there a risk of delisting from Nasdaq?

Yes, shares may be delisted if compliance with the minimum price isn't met.

Last updated: Nov 1, 2024