Full Press Release Details
Trovagene, Inc. Announces Reverse Stock Split
Reverse stock split intended to bring company into compliance with minimum bid price
requirement for maintaining listing on Nasdaq Capital Market
SAN DIEGO, CA February 19, 2019 Trovagene, Inc. (Nasdaq: TROV), a clinical-stage oncology therapeutics company, developing drugs
that target cell division (mitosis) for the treatment of leukemias, lymphomas and solid tumor cancers, announced today a reverse split of its common stock, $0.0001 par value, at a ratio of 1 for 6 effective February 19, 2019 (the
effective Date ). The Company s common stock will begin trading on a split-adjusted basis when the markets open on February 20, 2019 under the existing trading symbol TROV.
The reverse stock split is primarily intended to bring the company into compliance with the minimum bid price requirement for maintaining its listing on the
Nasdaq Capital Market. The new CUSIP number for the common stock following the reverse split will be 897238606.
As a result of the reverse split, each
six pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be
reduced from approximately 24.1 million shares to approximately 4.0 million shares. Proportionate adjustments will be made to the conversion and exercise prices of the company s outstanding warrants, stock options, and to the number
of shares issued and issuable under the company s equity incentive plans. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split
will not affect the par value of the common stock.
On December 6, 2018 the board of directors of the company approved the reverse stock split,
subject to shareholder approval. On February 12, 2019, a majority of the company s shareholders approved giving the Board discretionary authority to enact the reverse stock split. The Board approved the reverse stock split on a one for six
ratio on February 12, 2019.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder s percentage
interest in the company s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the
nearest whole post-split share and no shareholders will receive cash in lieu of fractional shares. The company s transfer agent, Philadelphia Stock Transfer, Inc. will provide stockholders of record holding certificates representing pre-split shares of the company s common stock as of the effective date, a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding
pre-split shares of the company s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or
other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker s particular processes, and will not be required to take any action in connection with the reverse stock split. Additional
information about the
Trovagene Inc. | 11055
Flintkote Avenue | San Diego | CA 92121 | Tel.: USA [+1] 888-391-7992
reverse stock split can be found in the company s definitive proxy statement (Form DEF 14A) filed with the Securities and Exchange Commission on December 18, 2018, available free of
charge at the SEC s website, www.sec.gov, or at the Company s website, www.trovageneoncology.com. Philadelphia Stock Transfer, Inc. can be reached by phone at (484) 416-3124 or mail at 2320 Haverford
Rd., Suite 230, Ardmore, PA 19003
About Trovagene, Inc.
Trovagene is a clinical-stage, oncology therapeutics company, using a precision medicine approach to develop drugs that target mitosis (cell division) to treat
various types of cancer, including leukemias, lymphomas and solid tumors. Trovagene has intellectual property and proprietary technology that enables the Company to analyze circulating tumor DNA (ctDNA) and clinically actionable markers to identify
patients most likely to respond to specific cancer therapies. Trovagene plans to continue to vertically integrate its tumor genomics technology with the development of targeted cancer therapeutics. For more information, please visit.
Forward-Looking Statements
Certain statements in this
press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as anticipate, believe, forecast,
estimated and intend or other similar terms or expressions that concern Trovagene s expectations, strategy, plans or intentions. These forward-looking statements are based on Trovagene s current expectations and
actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, our need for additional
financing; our ability to continue as a going concern; clinical trials involve a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results; our clinical trials
may be suspended or discontinued due to unexpected side effects or other safety risks that could preclude approval of our product candidates; uncertainties of government or third party payer reimbursement; dependence on key personnel; limited
experience in marketing and sales; substantial competition; uncertainties of patent protection and litigation; dependence upon third parties; our ability to develop tests, kits and systems and the success of those products; regulatory,
financial and business risks related to our international expansion and risks related to failure to obtain FDA clearances or approvals and noncompliance with FDA regulations. There are no guarantees that any of our technology or products will be
utilized or prove to be commercially successful. Additionally, there are no guarantees that future clinical trials will be completed or successful or that any precision medicine therapeutics will receive regulatory approval for any indication or
prove to be commercially successful. Investors should read the risk factors set forth in Trovagene s Form 10-K for the year ended December 31, 2017, and other periodic reports filed with
the Securities and Exchange Commission. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and Trovagene does not undertake any obligation to update publicly such statements to
reflect subsequent events or circumstances.
VP, Clinical Development