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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 - 13 May 2021: MaxCyte (LSE: MXCT, MXCL, MXCN), the leading commercial cell engineering company focused on providing enabling platform technologies to advance innovative cell-based research as well as next-generation cell therapeutic discovery, development and commercialization, announces the consolidation of two of its lines of Common Stock into a single unrestricted line of Common Stock (MXCT). This will be effected by the transfer of all stock comprising the Regulation S restricted trading line (MXCL) to the unrestricted Common Stock (MXCT) trading line ("Consolidation").
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 22 May 2020. 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 MXCL (ISIN Number USU575803072).
Currently MaxCyte common stock of $0.01 par each ("Common Stock") are held as:
(i) unrestricted Common Stock trading under the symbol MXCT (ISIN number US57777K1060)
(ii) restricted Common Stock trading under the symbol MXCL (ISIN number USU575803072)
(iii) restricted Common Stock trading under the symbol MXCN (ISIN number USU575801258)
The number of unrestricted shares of Common Stock trading under the symbol MXCT is 74,454,534; the number of restricted shares of Common Stock trading under the symbol MXCL is 9,900,089 and the number of restricted shares of Common Stock trading under the symbol MXCN is 330,000.
The Consolidation will have a record date of 21 May 2021 and will be effective from 24 May 2021, following which 84,354,623 MaxCyte Common Stock will be held as unrestricted shares in MXCT. The number of restricted shares of Common Stock trading under the symbol MXCN will remain as 330,000 for the remainder of the applicable distribution compliance period.
Further details regarding the restricted shares
As stated in the Company's circular dated 1 May 2020 (relating to the issue of new common stock on 22 May 2020), 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) held through the MXCL line to the unrestricted line of Common Stock. As this includes all of the restricted shares trading under symbol MXCL, the Company will also be cancelling the restricted trading line MXCL.
While the restricted shares on the trading line MXCL 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 MXCL is held in the CREST system and has been segregated within CREST identified with the marker "REG S" and ISIN USU575803072. 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 21 May 2021 and the restricted Regulation S trading line with the symbol MXCL and ISIN USU575803072 will cease trading at 4:30pm on 21 May 2021. All shareholders on the MXCL share register at 6:00pm on 21 May 2021 will have their shareholding in Common Stock transferred to the non-restricted share register. From 24 May 2021, 84,354,623 unrestricted MaxCyte Common Stock will trade under the symbol MXCT, ISIN number US57777K1060 and 330,000 restricted MaxCyte Common Stock will trade under the symbol MXCN, ISIN number USU575801258. Shareholders who hold shares in paper certificate format will be sent replacement share certificates within ten business days.
MaxCyte is a leading commercial cell engineering company focused on providing enabling platform technologies to advance innovative cell-based research as well as next-generation cell therapeutic discovery, development and commercialization. MaxCyte's existing customer base ranges from large biopharmaceutical companies, including all of the top 10, and 20 of the top 25, pharmaceutical companies based on 2020 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. MaxCyte has granted 12 strategic platform licenses to commercial cell therapy developers. Including these strategic platform licenses, MaxCyte has granted research and clinical licenses with academic and industry customers covering over an estimated 140 programs, and clinical licenses with academic and industry customers covering over an estimated 100 programs being developed for use in humans. MaxCyte was founded in 1998 and is headquartered in Gaithersburg, Maryland, US.
For more information, visit: www.maxcyte.com.
For further information, please contact:
MaxCyte Inc. + 1 301 944 1660
Doug Doerfler, President and Chief Executive Officer
Amanda Murphy, Chief Financial Officer
Nominated Adviser and Joint Corporate Broker +44 (0)20 7886 2500
Emma Earl / Freddy Crossley
Joint Corporate Broker
Numis Securities Limited +44 (0)20 7260 1000
James Black / Duncan Monteith / Matthew O'Dowd
Joint Corporate Broker
Stifel Nicolaus Europe Limited +44 (0) 20 7710 7600
Healthcare Investment Banking
Nicholas Moore / Ben Maddison / Samira Essebiyea
Financial PR Adviser + 44 (0)203 709 5700
Consilium Strategic Communications maxcyte@consilium‐comms.com
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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.