NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN MAXCYTE, INC. OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF MAXCYTE, INC.
("MaxCyte" or the "Company")
Consolidation of Trading Lines
Gaithersburg, Maryland - 21 February 2020: MaxCyte (LSE: MXCT, MXCS), the global clinical-stage cell-based therapies and life sciences company, announces the consolidation of the two lines of Common Stock into a single unrestricted line of Common Stock (MXCT.L). This will be effected by the transfer of all stock comprising the Regulation S restricted trading line MXCS.L to the unrestricted Common Stock (MXCT.L) trading line.
This is in accordance with the Company's previously stated intention that the two lines of Common Stock would be consolidated following expiration of the distribution compliance period in relation to new shares issued by the Company on 28 February 2019 and 1 March 2019. (Further details on the restrictions and distribution compliance period are set out below). The consolidation is intended to help both trading liquidity and transparency for shareholders. The move will result in the cancellation of trading of the Regulation S restricted trading line MXCS.L (ISIN Number USU575801175).
Currently MaxCyte common stock of $0.01 par each ("Common Stock") are held as:
(i) unrestricted Common Stock trading under the symbol MXCT.L (ISIN number US57777K1060)
(ii) restricted Common Stock trading under the symbol MXCS.L (ISIN number USU575801175)
The number of unrestricted shares of Common Stock currently trading under the symbol 'MXCT.L' is 51,444,847 and the number of restricted shares of Common Stock currently trading under the symbol 'MXCS.L' is 5,958,736.
From 2 March 2020, all 57,403,583 MaxCyte Common Stock will be held as unrestricted shares in MXCT.
Further details regarding the restricted shares
As stated in the Company's circular dated 6 February 2019, the Company has intended to transfer the restricted shares held by non-affiliates (as defined under the US Securities Act of 1933, as amended (the "Securities Act")) of the Company (including those holders who are affiliates only by virtue of their position as an officer or director of the Company) to the unrestricted line of Common Stock. As this includes all of the restricted shares the Company will also be cancelling the restricted trading line.
While the restricted shares on the trading line MXCS.L are identical in all respects to the Company's Common Stock, free from all liens, charges and encumbrances of any kind, during the "distribution compliance period", (as set out under Regulation S under the Securities Act) they are subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S. This restricted line of Common Stock under the symbol MXCS.L is held in the CREST system and has been segregated within CREST identified with the marker "REG S" and ISIN USU575801175. Those shares may not be offered or sold to, or for the account or benefit of, US Persons (as defined under the Securities Act) during the distribution compliance period.
The distribution compliance period will end on 28 February 2020 and the restricted Regulation S trading line with the symbol MXCS.L and ISIN USU575801175 will cease trading at 4:30pm on Friday 28 February 2020. All shareholders on the MXCS.L share register at 6:00pm on Friday 28 February 2020 will have their shareholding in Common Stock transferred to the non-restricted share register. From Monday 2 March 2020 all MaxCyte Common Stock will trade under the symbol MXCT.L, ISIN number US57777K1060. Shareholders who hold shares in paper certificate format will be sent replacement share certificates within ten business days.
MaxCyte is a clinical-stage global cell-based therapies and life sciences company applying its proprietary cell engineering platform to deliver the advances of cell-based medicine to patients with high unmet medical needs. Through its life sciences business, MaxCyte leverages its Flow Electroporation® Technology to enable its biopharmaceutical partners to advance the development of innovative medicines, particularly in cell therapy. MaxCyte has placed its technology worldwide, including with all of the top ten global biopharmaceutical companies. The Company now has more than 100 partnered programme licenses in cell therapy with more than 70 licensed for clinical use. The Company has now signed eight clinical/commercial licenses with leading cell therapy developers and the potential pre-commercial milestones from these relationships now exceeds $650 million. With its robust delivery technology platform, MaxCyte helps its partners to unlock the full potential of their products. MaxCyte is also developing novel CARMA therapies, with its first drug candidate in a Phase I clinical trial. CARMA is MaxCyte's mRNA-based proprietary therapeutic platform for autologous cell therapy for the treatment of solid cancers. MaxCyte has established CARMA as a wholly owned subsidiary to facilitate independent investment and new partnerships to advance the CARMA platform. For more information, visit www.maxcyte.com.
For further information, please contact:
Doug Doerfler, Chief Executive Officer
Ron Holtz, Chief Financial Officer
+1 301 944 1660
Nominated Adviser and Joint Corporate Broker
+44 (0)20 7886 2500
Joint Corporate Broker
Numis Securities Limited
+44 (0)20 7260 1000
Financial PR Adviser
Consilium Strategic Communications
+44 (0)203 709 5700
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Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.