Form 8-K - Current report

false 0001796129 0001796129 2025-01-23 2025-01-23

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2025

 

 

Vincerx Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39244		83-3197402
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1825 S. Grant Street San Mateo, California		94402
(Address of principal executive offices)		(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VINC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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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 No.		Description
99.1		Press Release dated January 23, 2025.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

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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

Exhibit 99.1

 

Vincerx Pharma, Inc. Announces Reverse Stock Split

Vincerx’s Common Stock to Begin Trading on a Split-adjusted Basis on January 28, 2025

SAN MATEO, California — January 23, 2025 – Vincerx Pharma, Inc. (Nasdaq: VINC), a biopharmaceutical company aspiring to address the unmet medical needs of patients with cancer through paradigm-shifting therapeutics, today announced that its board of directors approved a 1-for-20 reverse stock split of its issued shares of common stock, which will be effective as of January 27, 2025 at 4:01 p.m., Eastern Time. Vincerx’s common stock will continue trading on The Nasdaq Stock Market (“Nasdaq”) under the existing symbol (VINC) and will begin trading on a split-adjusted basis when the market opens on January 28, 2025 with a new CUSIP number. The reverse stock split was approved by Vincerx’s stockholders at a special meeting of stockholders held on January 16, 2025.

As of the effective time of the reverse stock split, every twenty (20) issued shares of Vincerx’s common stock will be combined, reclassified and converted into one (1) issued share of Vincerx’s common stock. This will reduce the number of shares issued from approximately 44.8 million shares to approximately 2.2 million shares, subject to adjustment for fractional shares. 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 of the fractional shares by our transfer 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 stock option plans, and other existing agreements, as well as the exercise or conversion price, as applicable. The reverse stock split will not affect the par value of the common stock.

Continental Stock Transfer & Trust Company is acting as the exchange agent for the reverse stock split. Registered stockholders holding pre-split shares of Vincerx’s common stock in book entry form or 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. Stockholders holding shares of Vincerx’s common stock in certificate form will receive a transmittal letter from Continental Stock Transfer & Trust Company with instructions after the effective date.

Additional information about the reverse stock split can be found in Vincerx’s definitive proxy statement filed with the Securities and Exchange Commission on December 10, 2024.

About Vincerx Pharma, Inc.

Vincerx Pharma, Inc. is a clinical-stage biopharmaceutical company committed to developing differentiated and novel therapies to address the unmet medical needs of patients with cancer. Vincerx’s pipeline consists of a next-generation ADC, VIP943, currently in Phase 1; a small molecule drug conjugate, VIP236, which has completed its Phase 1 study; a CDK9 inhibitor, enitociclib, which has completed a Phase 1 monotherapy study; a preclinical ADC, VIP924; and VersAptx^™, a versatile, next-generation bioconjugation platform.

Vincerx is based in San Mateo, California, and has a research facility in Monheim, Germany.

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Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Vincerx Pharma, Inc. (the “Company”). Forward-looking statements are predictions, projections, and other statements about future events based on current expectations and assumptions that are not historical fact and, as a result, are subject to risks and uncertainties. Forward-looking statements include but are not limited to: the Company’s implementation and effectiveness of the reverse stock split, including the timing thereof; and the Company’s beliefs regarding the potential impact of a reverse stock split, including its potential effect on the Company’s stock price and Nasdaq listing. Risks and uncertainties that may cause actual results to differ include: factors generally affecting the business, operations, and financial condition of the Company; the actual effect of any reverse stock split on the Company’s stock price; and the factors, risks, and uncertainties described in the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 filed with the Securities and Exchange Commission (the “SEC”), in addition to the Company’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Vincerx, the Vincerx logo, and VersAptx are trademarks of Vincerx.

Contacts:

Gabriela Jairala

Vincerx Pharma, Inc.

[e-mail]

Totyana Simien

Inizio Evoke Comms

[e-mail]

Document and Entity Information	Jan. 23, 2025
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001796129
Document Type	8-K
Document Period End Date	Jan. 23, 2025
Entity Registrant Name	Vincerx Pharma, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39244
Entity Tax Identification Number	83-3197402
Entity Address, Address Line One	1825 S. Grant Street
Entity Address, City or Town	San Mateo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94402
City Area Code	(650)
Local Phone Number	800-6676
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	VINC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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