Corautus Genetics Inc. Announces Conversion of Series A Preferred Stock and Effective Date of Reverse Stock Split as March 10, 2003.Business Editors SAN DIEGO--(BUSINESS WIRE)--March 10, 2003 Corautus Genetics Inc. (AMEX AMEX See: American Stock Exchange : CAQ CAQ Center for Audit Quality (New York, New York) CAQ Certificat d'Acceptation du Quebec CAQ Computer-Aided Quality Assurance CAQ Certificate of Added Qualification CAQ Computer-Aided Quality Control CAQ Condition Adverse to Quality ), formed by the merger of GenStar Therapeutics Corporation and Vascular Genetics Inc., announced that its board of directors voted to convert all 5,830 outstanding shares of Corautus's Series A preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. into common stock effective March 7, 2003. Each share of Series A preferred stock was convertible, at the option of the holder or Corautus, at any time, into 1,000 shares of Corautus's common stock. The 5,830 outstanding shares of Series A preferred stock will convert into 5,830,000 shares of common stock pre-reverse stock split (832,857 shares post-reverse stock split). The board of directors also declared the effective date of the previously announced one-for-seven (1:7) reverse stock split as 5:00 p.m. (Eastern Time) on March 10, 2003. No fractional shares will be issued as a result of the reverse stock split; however, Corautus will pay each stockholder cash in lieu Cash In Lieu (CIL) In a typical exchange offer, "old" shares of the target company are exchanged for "new shares". of their fractional shares. The par value for the common stock will remain at $0.001 per share, and the number of authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of common stock will remain at 100,000,000. After conversion of the Series A preferred stock and the effectiveness of the reverse stock split, the number of shares of Corautus common stock issued and outstanding will change from approximately 69,102,143 shares to approximately 9,871,734 shares. Richard Otto, Chief Executive Officer of Corautus, stated: "We believe the reverse stock split and conversion of Series A preferred stock are another step to restructure and simplify our capital structure, which should help bring our capital structure in line with the size of our operations. Our revised capital structure after the reverse stock split will give us flexibility for negotiating future transactions and investments." About Corautus Genetics Corautus Genetics Inc. is a biopharmaceutical company dedicated to the development of innovative gene therapy products for the treatment of cardiovascular disease Cardiovascular disease Disease that affects the heart and blood vessels. Mentioned in: Lipoproteins Test cardiovascular disease . Corautus Genetics was formed by the merger of Vascular Genetics Inc. with GenStar Therapeutics Corporation to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the complementary strengths of these companies to accelerate the development of a later stage product for cardiovascular disease. Corautus Genetics's core technology is based upon gene therapy for "therapeutic angiogenesis." In this approach, the injection of genes for vascular growth factors stimulate the formation of new blood vessels Blood vessels Tubular channels for blood transport, of which there are three principal types: arteries, capillaries, and veins. Only the larger arteries and veins in the body bear distinct names. to help compensate for reduced blood flow due to advanced cardiovascular disease. The focus of the company's efforts will be the clinical development of gene therapy products using a vascular growth factor gene (Vascular Endothelial Growth Factor Vascular endothelial growth factor (VEGF) is an important signaling protein involved in both vasculogenesis (the de novo formation of the embryonic circulatory system) and angiogenesis (the growth of blood vessels from pre-existing vasculature). 2 or "VEGF-2") for the treatment of severe cardiovascular disease. This press release may contain forward-looking statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such statements are subject to certain factors, risks and uncertainties that may cause actual results, events and performances to differ materially from those referred to in such statements. These risks include statements which address operating performance, events or developments that we expect or anticipate will occur in the future, such as projections about our future results of operations or our financial condition, synergies from the merger between GenStar and Vascular Genetics, benefits associated with the reverse stock split, research, development and commercialization of our product candidates, anticipated trends in our business, approval of our product candidates and other risks that could cause actual results to differ materially. These risks are discussed in GenStar Therapeutics Corporation's Securities and Exchange Commission filings, including, but not limited to, the risks discussed in GenStar's Registration Statement on Form S-4, as amended (File No. 333-101606) filed December 19, 2002, all of which are incorporated by reference into this press release. |
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