UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
At the special meeting of stockholders of Vincerx Pharma, Inc. (“Vincerx”) held on January 16, 2025, Vincerx’s stockholders approved a reverse stock split with a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-20 shares, with the exact ratio of the reverse stock split to be determined by the Board of Directors of Vincerx (the “Board”). On January 16, 2025, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of Vincerx’s issued shares of common stock, $0.0001 par value per share (“Common Stock”).
The Reverse Stock Split will be effective as of January 27, 2025 at 4:01 p.m., Eastern Time (the “Effective Time”). Beginning on January 28, 2025, the Common Stock will trade on The Nasdaq Stock Market (“Nasdaq”) on a split-adjusted basis under the existing symbol VINC, with the new CUSIP number 92731L304.
Following the Effective Time, every twenty issued shares of Common Stock will be combined, reclassified and converted into one issued share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to (and with respect to holders that have certificated shares, upon surrender to the exchange agent of certificates representing such shares) a cash payment in lieu thereof at a price equal to the stockholder’s proportionate interest in the proceeds, net of certain costs associated with such sale, from the aggregation and sale in one or more transactions of the fractional shares by Vincerx’s exchange agent.
Proportionate adjustments will be made to the number of shares of Common Stock underlying Vincerx’s outstanding equity awards, warrants, the number of shares issuable under its equity incentive plans, and other existing agreements, as well as the exercise price. The Reverse Stock Split will not affect the par value of the Common Stock.
The Reverse Stock Split will affect all stockholders uniformly and would not change any stockholder’s percentage ownership interest in Vincerx (other than as a result of the treatment of fractional shares). Continental Stock Transfer & Trust Company is acting as the exchange agent for the Reverse Stock Split. Stockholders holding shares of Common Stock registered directly in their name in book entry form or beneficially via a broker, bank, trust or other nominee are not required to take any action to receive post-split shares and will have their positions automatically adjusted to reflect the Reverse Stock Split. Stockholders holding shares of Common Stock in certificated form will receive a letter of transmittal from Continental Stock Transfer & Trust Company with instructions on how to receive post-split shares after the Effective Time, if applicable.
On January 23, 2025, Vincerx issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated January 23, 2025. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 23, 2025
| VINCERX PHARMA, INC. | ||
| By: | /s/ Raquel E. Izumi | |
| Name: | Raquel E. Izumi | |
| Title: | Acting Chief Executive Officer | |