ThermoGenesis Corp. (Nasdaq: KOOL), a leading supplier of innovative products and services that process and store adult stem cells, said it has filed a Certificate of Amendment to its Amended and Restated Certification of Incorporation to effect its previously announced one-for-four reverse stock split of its common stock.
The split-adjusted shares of the Company's common stock will begin trading on the NASDAQ tomorrow. The Company's shares will continue to trade under the symbol "KOOL," with a "D" added for 20 trading days to signify the reverse stock split has occurred. A new CUSIP number has been assigned to the Company's common stock as a result of the reverse stock split.
The one-for-four reverse stock split will convert all shares of the Company's common stock issued and outstanding, plus all outstanding stock options, restricted stock and the number of shares of common stock available for issuance under the Company's approved stock plans.
The reverse split was approved by the Company's stockholders at a special meeting and authorized by its Board of Directors on August 9, 2010. It will reduce the Company's outstanding common stock from approximately 56.1 million shares, as of its most recent quarterly report on Form 10-Q, to approximately 14.0 million shares.
"We appreciate the support of our stockholders in approving this authorization," said J. Melville Engle, Chief Executive officer of ThermoGenesis. "We ended fiscal 2010 in strong fashion and believe the programs we have in place will result in a successful fiscal 2011 and lead to enhanced long term stockholder value as we continue our focus on the development of enabling technologies for the stem cell regenerative medicine market," he added.
The Company said a reverse split may enable it to meet the continued listing rules of the NASDAQ Capital Market, and could serve to improve the marketability and liquidity of its common stock over the long term. In order to maintain its listing on NASDAQ, the Company's common stock must have a closing bid price of $1.00 or more for a minimum of ten consecutive trading days, on or before September 13, 2010.
Computershare Trust Company, together with its affiliate Computershare, Inc., the transfer agent for the Company, will act as Exchange Agent for the exchange. Stockholders will receive the forms and notices to exchange their existing shares for new shares from the Exchange Agent or their broker. No fractional shares will be issued if, as a result of the reverse stock split, a registered stockholder will otherwise become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by four, will automatically be entitled to receive an additional share of common stock as a fractional share will be rounded up to the nearest whole number. Additional details related to the reverse stock split may be obtained from the Company's Proxy Statement dated June 29, 2010. A copy of the Proxy Statements is available on the Company's web site under SEC filings at www.thermogenesis.com.