Novan announces reverse 1-for-10 stock split

DURHAM, North Carolina, May 25, 2021 (GLOBE NEWSWIRE) – Novan, Inc. (“the Company” or “Novan”) (Nasdaq: NOVN), today announced that it has filed a certificate of certificate amendment The Company’s updated incorporation to implement a reverse split of one to ten of its issued and outstanding common shares (the “Reverse Stock Split”). The reverse stock split will be effective at 5:00 p.m. Eastern time on May 25, 2021, and the company’s common shares are expected to begin trading on a split-adjusted basis when the market opens. May 26, 2021.

At the annual meeting of shareholders of Novan held on July 28, 2020 (the “2020 annual meeting”), the shareholders of the company approved the amendment of the updated certificate of incorporation of the company to effect a split of common stock of the company at a ratio of at least one to two and not more than one to fifteen, this ratio and the implementation and timing of such reverse stock split to be determined by the board of directors. administration of the company in its sole discretion. The Board of Directors has now approved the implementation of a reverse split of one for ten according to the schedule outlined above.

“We believe the Reverse Stock Split is an important step for the Company and its shareholders to optimize our position as we strive to execute strategic initiatives on all fronts. Our management team and board of directors believe that it is in the best interest of our shareholders and the company to implement reverse stock split so that we can be prepared for success with our next milestones. planned, ”said Paula Brown Stafford, President and CEO of Novan. “The implementation of the Reverse Stock Split will make available an increased number of authorized but unissued shares, which will allow us to pursue additional financing activities and / or other strategic transactions to support the development and potential commercialization of our product candidates, and we think that will help us as well. maintain compliance with the Nasdaq minimum bid price requirement of $ 1.00 and potentially make our stock more attractive to a wider range of institutional and other investors. “

When the reverse stock split comes into effect, all ten issued and outstanding common shares of the Company will automatically convert into one common share, with no change in par value per share. In addition, proportional adjustments will be made (i) to the exercise price per share and to the number of shares issuable upon exercise of all outstanding stock options, warrants. ordinary shares and the right to share appreciation, (ii) at the share price the objectives of the Company’s Shareholder Bodily Return Plan and (iii) the number of shares reserved for issuance in accordance with the Company stock incentive compensation plans. Any fractional common share that would be created as a result of the reverse share split will be cashed at a price equal to the product of the closing price of the common shares of the Company on May 25, 2021 and the amount of the fractional share.

The Company’s common shares will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NOVN”. The new CUSIP number for the common shares following the reverse stock split will be 66988N205.

American Stock Transfer & Trust Company, has been appointed by the Company to act as exchange agent for the Reverse Stock Split. Shareholders holding pre-split shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse share split and will not be required to take any further action in connection with the split. ‘reverse actions, subject to specific brokerage processes. Likewise, shareholders of record holding pre-split shares of the Company’s common stock electronically in book-entry form are also not required to take any further action in connection with the reverse share split. Holders of certified shares will be contacted by the Company or its exchange agent with further details on how to return old certificates.

As previously announced, the final patient completed their last visit at week 12 in the pivotal phase 3 B-SIMPLE4 clinical study of SB206, a topical antiviral gel, for the treatment of molluscum contagiosum. The company is currently being ignored from the study results, and the main efficacy and safety results from the B-SIMPLE4 study are expected to be released before the end of the second quarter of 2021.

About Novan

Novan, Inc. is a clinical development-stage biotechnology company focused on leveraging its proprietary nitric oxide (NO) -based technology platform, NITRICIL ™, to generate novel macromolecular chemical entities (NCEs) for treat several indications in dermatology, men’s and women’s health, gastroenterological diseases and conditions with significant unmet needs. The Company’s lead product candidate, SB206, a topical antiviral gel for the treatment of molluscum contagiosum, is currently under evaluation in the pivotal phase 3 clinical study B-SIMPLE4. The Company believes that SB206 as a topical treatment applied at home by caregivers with rapid therapeutic benefit, if approved, would meet a significant patient care need for the treatment of molluscum.

Forward-looking statements

All statements in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as ” believe ”,“ expect, ”“ Target ”,“ anticipate ”,“ can ”,“ plan ”,“ potential ”,“ will ”and similar expressions, and are based on the current beliefs and expectations of the company. These forward-looking statements include, but are not limited to, statements relating to the potential therapeutic value of the Company’s NITRICIL ™ platform technology, the Company’s pharmaceutical development of nitric oxide-releasing product candidates, the timeline of the first expected results of the B- Pivotal SIMPLE4 Phase 3 clinical study of SB206 and the timeline and potential outcomes of the Reverse Stock Split, including the possible beneficial effects described in this press release. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the Company’s expectations, including, but not limited to, risks and uncertainties relating to the company’s business. product development and the Company’s ongoing or upcoming preclinical studies, which may fail to demonstrate proof of concept, or may show adverse toxicological results, and even if successful, may not necessarily predict that subsequent clinical trials will demonstrate the required safety and efficacy of the Company’s product candidates; any operational or other disruption resulting from the COVID-19 pandemic, including any delay or interruption in the conduct of the B-SIMPLE4 Phase 3 trial; the company’s ability to enter into agreements with third parties to support its development efforts on terms acceptable or not at all to the company; risks and uncertainties in the clinical development process, including, among others, duration, expense, ability to recruit patients, potential for delays or other impacts, whether due to the COVID-pandemic 19 or other factors, and that the results of previous research and preclinical or clinical trials may not predict the results, conclusions or interpretations of subsequent research activities or additional trials; risks associated with the regulatory approval process, which is long, time consuming and inherently unpredictable, including the risk that the company’s product candidates will not be approved or that additional studies are required for approval or that other delays may occur, the company may not have sufficient quantities of drug substance and / or drug product to support regulatory submissions, and the company may not obtain sufficient funding to complete the regulatory or development process ; the Company’s ability to obtain additional financing or to enter into strategic or other business relationships necessary or useful for the further development of the Company’s product candidates; risks associated with the manufacture of raw materials, including the Company’s active pharmaceutical ingredient and pharmaceutical product components used in clinical trial equipment, including supply chain disruptions or delays, failure to effectively transfer technology and processes to third parties or the failure of such third parties (or the company to modernize the company’s new facility) to gain approval and maintain compliance with the FDA or comparable regulatory authorities; the Company’s reliance on agreements with third parties to support its operations and development efforts and the risk that these parties will not successfully meet their contractual obligations or meet deadlines; the volatility of the price of the Company’s common shares; and other risks and uncertainties described in the Company’s annual report filed with the Securities and Exchange Commission on Form 10-K for the twelve months ended December 31, 2020, and in the Company’s subsequent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release, and Novan disclaims any intention or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except where applicable law l ‘required.

Jenene thomas
[email protected]

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