Aeglea BioTherapeutics, Inc.
SEC Document
SEC Filing

Following the 2023 Annual Meeting of Stockholders of Aeglea BioTherapeutics, Inc. (the “Company”) held on June 6, 2023, the Company’s Board of Directors approved a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-25 (the “Reverse Stock Split Ratio”) and a reduction in the total number of authorized shares of Common Stock from 500,000,000 shares to 20,000,000 shares (the “Authorized Shares Reduction”), each with an effective time of 12:01 a.m. Eastern Time on September 8, 2023 (the “Effective Time”). To effect the Reverse Stock Split and the Authorized Shares Reduction, on September 7, 2023, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Amendment”).

As of the Effective Time, every 25 shares of Common Stock outstanding were combined, automatically and without any action on the part of the Company or its stockholders, into one new share of Common Stock. No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, the exchange agent will aggregate all fractional shares and sell them as soon as practicable after the Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. After that sale, stockholders who would have been entitled to a fractional share will instead receive a cash payment in an amount equal to their respective pro rata share of the total proceeds of such sale. The Common Stock commenced trading on a split-adjusted basis at the open of trading on September 8, 2023, at which time the Common Stock began to be represented by a new CUSIP number (00773J202). The par value per share of the Common Stock remains unchanged.

In addition, effective as of the Effective Time and based on the Reverse Stock Split Ratio, proportionate adjustments were made (i) in accordance with the terms of the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock, to the conversion ratio of the Company’s Series A preferred stock, (ii) in accordance with the terms of the Company’s outstanding warrants to purchase shares of Common Stock, to the number of shares issuable under such outstanding warrants and the per-share exercise price with respect to those warrants, and (iii) in accordance with the terms of the Company’s equity plans, to the number of shares subject to outstanding equity awards, the per-share exercise or purchase price (if any) with respect to those awards, and the number of shares of Common Stock reserved for future issuance under such plans.