After the effective date of the Reverse Split, our Common Stock would have a new committee on uniform securities identification procedures (CUSIP) number, a number used to identify our Common Stock.
Our Common Stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Split will not affect the registration of our Common Stock under the Exchange Act. Our Common Stock would continue to be reported on Nasdaq under the symbol “FWBI”, assuming that we are able to regain compliance with the minimum bid price requirement, although it is likely that Nasdaq would add the letter “D” to the end of the trading symbol for a period of twenty trading days after the effective date of the Reverse Split to indicate that the Reverse Split had occurred.
Effect on Outstanding Derivative Securities
The Reverse Split will require that proportionate adjustments be made to the conversion rate, the per share exercise price and the number of shares issuable upon the exercise or conversion of the following outstanding derivative securities issued by us, in accordance with the Approved Split Ratio (all figures are as of June 10,December 8, 2022 and are on a pre-Reverse Split basis), including:
249,2984,996 shares of Common Stock issuable upon the exercise of stock options, at a weighted average exercise price of $13.74$390.71 per share under our 2014 Plan;
38,7002,093 shares of granted, but unissued restricted stock and restricted stock units under our 2014 Plan;
12,485,07812,253,547 shares of Common Stock issuable upon exercise of outstanding warrants, with a weighted average exercise price of $3.65$3.43 per share;share, assuming the Private Placement Proposal is approved by stockholders at the Special Meeting;
749,4654,166,667 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, assuming the Private Placement Proposal is approved by stockholders at the Special Meeting;
22,775 shares of Common Stock issuable upon the exercise of stock options, at a weighted average exercise price of $2.80$83.97 per share under our 2020 Plan;
1,364,89547,703 shares of Common Stock that are available for future issuance under our 2020 Plan;
713,03321,505 shares of Common Stock issuable upon conversion of Series B Preferred Stock, including in respect of accrued and unpaid dividends of approximately $0.629$0.737 million through June 10,December 8, 2022; and
up to 1,386,03941,852 additional shares of Common Stock issued pursuant to an exchange right in excess of amounts currently underlying Series B Preferred Stock if the holders of Series B Preferred Stock elect to exchange into our sale of shares of Common Stock at $2.6157$78.471 per share under the ATM Agreement.
The adjustments to the above securities, as required by the Reverse Split and in accordance with the Approved Split Ratio, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse Split.
Effect on Stock OptionEquity Incentive Plans
As of June 10,December 8, 2022, we had 249,2984,996 shares of Common Stock reserved for issuance pursuant to the exercise of outstanding options issued under our 2014 Plan. Further, as of June 10,December 8, 2022, we had 749,46522,775 shares of Common Stock reserved for issuance pursuant to the exercise of outstanding options issued under our 2020 Plan, as well as 1,364,89547,703 shares of Common Stock available for issuance under the 2020 Plan. Pursuant to the terms of the 2014 Plan and the 2020 Plan, the Board, or a designated committee thereof, as applicable, will adjust the number of shares of Common Stock underlying outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued pursuant to the 2014 Plan and the 2020 Plan to equitably reflect the effects of the Reverse Split. The number of shares subject to vesting under restricted stock awards and the number of shares issuable as contingent consideration as part of an acquisition by the Company will be similarly adjusted, subject to our treatment of fractional shares. Furthermore, the number of shares available for future grant under the 2014 Plan and the 2020 Plan will be similarly adjusted.
Background on our Series F Preferred Stock
On November 25, 2022, the Board declared a dividend of 0.001 of a share of Series F Preferred Stock for each outstanding share of Common Stock held of record as of 5:00 p.m. Eastern Time on December 5, 2022. The shares of Series F Preferred Stock have 1,000,000 votes per share (or 1,000 votes per 0.001 of a share of Series F Preferred Stock). The terms of the Series F Preferred Stock are set forth in a Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock (the “Series F Certificate of Designation”), filed with the State of Delaware and effective on November 28, 2022.
The shares of Series F Preferred Stock do not have any voting rights except with respect to the Reverse Stock Split Proposal and the Adjournment Proposal presented at this Special Meeting and at any adjournments or postponements thereof, or otherwise as required by law or as set forth in the Certificates of Designation.
Each holder of record of our Series F Preferred Stock is entitled to 1,000,000 votes per share of Series F Preferred Stock; provided, that, such shares of Series F Preferred Stock shall, to the extent cast on the Reverse Stock Split Proposal and the Adjournment Proposal, be automatically and without further action of the holders thereof voted in the same proportions as shares of Common Stock are voted on the Reverse Stock Split Proposal and the Adjournment Proposal (excluding any shares of Common Stock that are not voted). As an example, if the holders of 50.5% of the outstanding Common Stock voted at the Special Meeting are voted for the Reverse Stock Split Proposal, 50.5% of the votes cast by the holders of the Series F Preferred Stock shall be deemed to be cast for the Reverse Stock Split Proposal. Notwithstanding the foregoing, each share of Series F Preferred Stock redeemed pursuant to the Initial Redemption will have no voting power with respect to the Reverse Stock Split Proposal or any other matter.
There are 5,804.671 shares of Series F Preferred Stock outstanding as of the Record Date.
Effective Date
The proposed Reverse Split would become effective on the date of filing of the Charter Amendment with the office of the Secretary of State of the State of Delaware.Delaware unless another effective date is set forth in the Charter Amendment. On the effective date, shares of Common Stock issued and outstanding shares of Common Stock held in treasury, in each case, immediately prior thereto will be combined and