Corporate

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 4^th, 2023, that The Nasdaq Stock Market (“Nasdaq”) notified the Company on March 31^st, 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 19^th, 2023, as announced by the Company on April 24^th, 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 5^th, 2023, the Company announced that its Board of Directors approved the voluntary delisting of its ADSs from the Nasdaq Global Market.

On May 10^th, 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 19^th, 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 19^th, 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 5^th, 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.

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 19^th, 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.