BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) announced today that it intends to effect a reverse split of its common stock and class C special stock at a ratio of 1-for-6. The reverse stock split will become effective at 5:00 p.m. EDT on Friday, June 1, 2012. BioSante’s common stock will begin trading on The NASDAQ Global Market on a split-adjusted basis when the market opens on Monday, June 4, 2012. At an annual meeting of stockholders held on May 30, 2012, BioSante’s stockholders, by an affirmative vote of at least a majority of the outstanding shares and approximately 80 percent of the votes cast, granted to the Board of Directors the authority to effect a reverse stock split, determine the exact split ratio so long as it is not less than 1-for-2 and not more than 1-for-10 and proceed with the reverse stock split, in the Board’s discretion.
At the effective time of the reverse stock split, every six shares of BioSante’s issued and outstanding common stock and class C special stock will be converted automatically into one issued and outstanding share of common stock or class C special stock, as applicable, without any change in the par value per share. The reverse stock split will reduce the number of shares of BioSante’s common stock outstanding from approximately 120.8 million shares to approximately 20.1 million shares. Proportional adjustments will be made to the number of shares of BioSante’s common stock issuable upon exercise or conversion of BioSante’s outstanding warrants, stock options, shares of class C special stock and 3.125% senior convertible notes due May 1, 2013, as well as the applicable exercise or conversion price. BioSante’s authorized shares will remain unchanged.
The purpose of the reverse stock split is to raise the per share trading price of BioSante’s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing of BioSante’s common stock on The NASDAQ Global Market. As previously disclosed, in order to maintain BioSante’s listing on The NASDAQ Global Market, on or before July 30, 2012, the common stock must have a minimum closing bid price of $1.00 per share for a minimum of 10 prior consecutive trading days. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of BioSante’s common stock prior to July 30, 2012 to meet this requirement.