ARCA biopharma Announces 1-for-12 Reverse Stock Split in Connection with the Proposed Merger with Oruka Therapeutics

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[{"type":"text","content":"WESTMINSTER, Colo., Aug. 23, 2024 (GLOBE NEWSWIRE) -- ARCA biopharma, Inc. (NASDAQ: ABIO) (“ARCA”) today announced that its Board of Directors (the “Board”) has approved a reverse stock split of ARCA’s common stock at a ratio of 1-for-12. ARCA’s common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Global Market on September 3, 2024, under the new name Oruka Therapeutics, Inc. and under the new symbol “ORKA” following the anticipated closing of the merger with Oruka Therapeutics, Inc. (the “Merger”), with a new CUSIP number 687604108 and ISIN number US6876041087. The reverse stock split was approved by ARCA’s stockholders at ARCA’s special meeting of stockholders held on August 22, 2024 (the “Special Meeting”), to be effected in the Board’s discretion of not less than 1-for-6 and not more than 1-for-12. The final reverse stock split ratio of 1-for-12 was approved by the Board on August 22, 2024. The reverse stock split is expected to reduce the number of ARCA’s outstanding common stock from approximately 14,507,143 shares to approximately 1,208,928 shares. The number of shares of ARCA’s authorized common stock will not be affected by the reverse stock split, but at the Special Meeting, ARCA’s stockholders approved an increase in the number of shares of ARCA’s authorized common stock from 100,000,000 shares to 545,000,000 shares in connection with the anticipated closing of the Merger. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of ARCA common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such stockholder would otherwise be entitled multiplied by the closing price per share as reported by The Nasdaq Stock Market LLC on September 3, 2024. As a result of the reverse stock split, proportionate adjustments will made to the exercise prices and number of shares of ARCA’s common stock underlying ARCA’s outstanding equity and warrant awards, and will become effective as of and contingent on the completion of the Merger, and to the number of shares ...

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