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Corporate

Celyad Oncology announces receipt of Nasdaq delisting notice

May 15, 2023 By Caroline Lonez

Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), is a biotechnology company focused on innovative technologies for chimeric antigen receptor (CAR) T-cell therapies.

The Company had previously announced on April 4th, 2023, that The Nasdaq Stock Market (“Nasdaq”) notified the Company on March 31st, 2023 that it failed to maintain the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market, which requires that a listed company’s stockholders’ equity be at least $10.0 million. Further, on April 19th, 2023, as announced by the Company on April 24th, 2023, the Company received a notice from Nasdaq informing the Company that the minimum closing bid price per share of its American Depositary Shares representing ordinary shares (“ADSs”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1). On May 5th, 2023, the Company announced that its Board of Directors approved the voluntary delisting of its ADSs from the Nasdaq Global Market.

On May 10th, 2023, the Company received a notification letter from Nasdaq (the “Notice”), advising the Company that its ADSs are scheduled for delisting from The Nasdaq Global Market and will be suspended at the opening of U.S. business on May 19th, 2023. The Notice stated that Nasdaq has determined that the Company did not provide a definitive plan evidencing its ability to achieve near term compliance with the continued listing requirements or sustain such compliance over an extended period of time. The Company does not intend to appeal Nasdaq’s determination and, therefore, it is expected that the Company’s ADSs will be delisted from the Nasdaq Global Market on May 19th, 2023. A Form 25-NSE will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which will remove the Company’s ADSs from listing on Nasdaq. The Company will continue to be listed on Euronext Brussels. Whether or not the Company’s ADSs will be traded on the over-the-counter market thereafter will depend on the actions of shareholders and independent third parties, without the Company’s involvement.

The Company’s reporting obligations under applicable U.S. federal securities laws are expected to continue after the delisting from the Nasdaq Global Market.

Additional Information for ADS Holders

On May 5th, 2023, the Company announced that the Board of Directors approved the termination of its American Depositary Receipt (“ADR”) facility and that it will instruct Citibank, N.A., as depositary, to issue the notice of termination of its ADR facility to holders of ADSs according to the requirements under the depositary agreement. At this time, such notice has not been issued and the Company’s ADR facility remains in place until further notice. The Company intends to release further information on  its ADR facility at a later date. 

The Company reserves the right, for any reason, to otherwise change its plans in respect of termination of the ADR facility in any way.

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Filed Under: Press Releases, Regulated Tagged With: Nasdaq

Celyad Oncology announces receipt of Nasdaq initial notification on ADS bid price

April 24, 2023 By Caroline Lonez

Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a biotechnology company focused on innovative technologies for chimeric antigen receptor (CAR) T-cell therapies, received a letter (the “Bid Price Notice”) on April 19th, 2023 from The Nasdaq Stock Market (“Nasdaq”) informing the Company that the minimum closing bid price per share of its American Depositary Shares representing ordinary shares (“ADSs”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).

The Bid Price Notice has no immediate effect on the listing of the Company’s ADSs on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until October 16, 2023 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s ADSs must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.

In the event that the Company does not regain compliance by the Compliance Date, the Company may transfer the listing and trading of its ADSs to The Nasdaq Capital Market, provided that it meets the applicable standards for initial listing of its ordinary shares on the Nasdaq Capital Market (other than the Minimum Bid Price Requirement) and may be eligible for an additional 180 calendar day grace period by providing a written notice of its intention to cure the deficiency during this second compliance period by effecting a reverse share split, if necessary. If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, and is ineligible for an additional grace period, Nasdaq will provide written notice that the ADSs are subject to delisting from the Nasdaq Global Market. In that event, the Company may appeal the determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement before the Compliance Date, be able to secure a second period of 180 days to regain compliance if the Company decides to pursue this option or maintain compliance with the other Nasdaq listing requirements.

The Company intends to monitor the closing bid price of its ADSs between now and the Compliance Date. Receipt of the Bid Price Notice has no effect on the Company’s business operations.

As previously announced, on March 31, 2023, the Company received a letter (the “Stockholders’ Equity Notice”) from Nasdaq notifying the Company that it failed to maintain the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market, which requires that a listed company’s stockholders’ equity be at least $10.0 million (the “Stockholders’ Equity Requirement”).

Based upon the reported stockholders’ equity of approximately $4.6 million in the Company’s Form 20-F for the period ended December 31, 2022, the Company did not meet the Stockholders’ Equity Requirement.

The Company has a period of 45 calendar days from the date of the Stockholders’ Equity Notice, or until May 15, 2023, to submit a plan to regain compliance with the Stockholders’ Equity Requirement. If such a plan is submitted and accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Stockholders’ Equity Notice for the Company to regain compliance.

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Filed Under: Press Releases, Regulated Tagged With: Nasdaq

Celyad Oncology announces receipt of Nasdaq notice

April 4, 2023 By Caroline Lonez

Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a biotechnology company focused on innovative technologies for chimeric antigen receptor (CAR) T-cell therapies, received a letter (the “Letter”) on March 31, 2023 from The Nasdaq Stock Market (“Nasdaq”) informing the Company that it failed to maintain the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A) for the Nasdaq Global Market, which requires that a listed company’s stockholders’ equity be at least $10.0 million (the “Stockholders’ Equity Requirement”).

Based upon the reported stockholders’ equity of approximately $4.6 million in the Company’s Form 20-F for the period ended December 31, 2022, the Company did not meet the Stockholders’ Equity Requirement.

The Company has a period of 45 calendar days from the date of the Letter, or until May 15, 2023, to submit a plan to regain compliance with the Stockholders’ Equity Requirement. If such a plan is submitted and accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Letter for the Company to regain compliance. The Letter has no immediate effect on the listing or trading of the Company’s American Depositary Shares representing ordinary shares (“ADSs”), which will continue to be listed on Nasdaq during this period, subject to the Company’s compliance with other listing standards, under the symbol “CYAD”.

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Filed Under: Press Releases, Regulated Tagged With: Nasdaq, regulated information

Celyad Oncology appoints Georges Rawadi as its new CEO

March 24, 2023 By Caroline Lonez

March 24, 2023 Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a biotechnology company focused on innovative technologies for chimeric antigen receptor (CAR) T-cell therapies, is pleased to announce Georges Rawadi as its new Chief Executive Officer (CEO), effective as of March 23, 2023, with starting date April 17, 2023. Michel Lussier will continue to serve as Interim CEO until April 17 to facilitate transition.

Georges Rawadi is a seasoned executive with over 20 years of experience in pharma/biotech, as research director, business developer, CEO and board member. He spent four years at Celyad Oncology (2014-2018) as Vice-President Business Development & Intellectual Property (“BD & IP”), and has insightful knowledge of both the company and the CAR-T space. Georges Rawadi has a genuine passion for seeking and creating new business opportunities.

Georges Rawadi currently holds a number of Board positions and consultancy roles in the biotechnology industry. Recently, he has served as CEO and Board member of Ysopia Bioscience (France), Vice-President BD & IP of Celyad Oncology and Vice-President Business Development of Cellectis (France – Nasdaq listed company).

Georges Rawadi holds a Master Degree in Biochemistry, a Master Degree in Microanalysis, a Ph.D. in Microbiology and an Executive Master in Management and Strategy in the Health Industry.

Hilde Windels, Chair of the Board, commented: “It is with great enthusiasm that we announce that Georges has been appointed as our new CEO. His in-depth expertise in the CAR-T space and his significant BD and IP expertise are great assets that will help Celyad Oncology to excel in its next phase of growth. We congratulate Georges and wish him all the best in his new role.”

Georges Rawadi added: “I am passionate about the space in which Celyad Oncology is operating and strongly believe in the value of its IP estate and efforts to overcome the current limitations of CAR-T approaches. As such, I am very pleased to be given the opportunity to join Celyad Oncology. I look forward to working with the team and the board, whose passion and vision I share.”

Michel Lussier, Interim CEO and member of the Board, commented: “We are convinced that Georges’s solid business development track record and immuno-oncology in-depth knowledge will make Georges a great leader for Celyad Oncology. We look forward to work with Georges in monetizing our IP and research assets, ensuring that Celyad Oncology can make an impact on a global scale.”

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Filed Under: Corporate, Press Releases Tagged With: CEO, regulated information

Celyad Oncology to announce full year 2022 financial results and host conference call

March 17, 2023 By Caroline Lonez

Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a biotechnology company focused on the discovery and development of innovative technologies for chimeric antigen receptor (CAR) T-cell therapies, today announced that the Company will report full year 2022 financial and operating results on the evening of Thursday, March 23rd.

Following the press release, the Company management will host a conference call on Friday, March 24th 2023 at 1 p.m. CET / 8 a.m. ET to discuss full year 2022 results and provide an update on the Company’s recent changes and upcoming milestones.

Participants may access the conference call by dialing +1-877-407-9716 or +1-201-493-6779 (United States, International), +32 (0) 800-73-904  (Belgium Fixed) or +32 (0) 800-73-566 (Belgium Mobile).

Participants may also access to the live webcast link for instant telephone access to the event. Archived recording will be available in the “Events” section of the Celyad website after the event.

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Filed Under: Corporate, Financial Reports

Celyad Oncology announces non-cash impairment

March 15, 2023 By Caroline Lonez

Mont-Saint-Guibert, Belgium – Celyad Oncology (Euronext & Nasdaq: CYAD) (the “Company”), a biotechnology company focused on the discovery and development of innovative technologies for chimeric antigen receptor (CAR) T-cell therapies, today announced a non-cash impairment of its goodwill and intangible oncology assets.

This impairment comes as a result of the Company’s strategic shift in focus away from clinical development and the early stage nature of the implementation of the Celyad 2.0 strategy: shifting from an organization focused on clinical development to one prioritizing R&D discovery and the monetization of its intellectual property (IP) portfolio through partnerships, collaborations and license agreements. As, to date, no effective sublicence contract nor collaboration contract was concluded, some uncertainty exists on the timing and amount of the deal flow and associated short, medium and long term revenues.

Given this uncertainty, and per accounting standards, the Company will recognize a full impairment loss on the remaining value of goodwill, In Process Research and Development, and Horizon Discovery’s shRNA platform, resulting in a non-cash impairment of €20.5 million on a statutory basis and €35.1 million on a consolidated basis for the financial year ended December 31, 2022.

This accounting conclusion, which reflects the Company’s financial situation as of December 31, 2022, does not affect the Management’s commitment to continue the potential monetization of the Company’s IP. The conclusion of the impairment analysis and additional details will be provided with the publication of the Company’s fiscal year 2022 results on or around March 23, 2023.

The net assets of the Company as of December 31, 2022, on a BE-GAAP non-consolidated basis, have fallen below half of the Company’s capital. As a result, in accordance with Article 7:228 of the Belgian Code for Companies and Associations, the Board of Directors plans to submit for a vote, at its May 5, 2023 shareholders’ meeting, its business plan including a proposal to continue the Company’s activities. The Board of Directors will publish a detailed report regarding this proposal on or around April 3, 2023, together with the convocation with proposed resolutions for the shareholders’ meeting.

The audit for fiscal year 2022 has not yet been fully completed.

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Filed Under: Corporate, Press Releases, Regulated

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