Today, November 21, 2016, an Extraordinary General Meeting of Shareholders of Initiator Pharma A/S (“Initiator Pharma”) was held. The following is a summary of the decisions that were made. The resolutions were adopted with the requisite majority.
Decision concerning a reverse stock split
So as to have a more efficient number of shares, plus in view of the planned imminent listing on AktieTorget, the shareholders meeting decided on a reverse split of the shares in the ratio of 1:7, i.e. that seven (7) shares would be consolidated into one (1) share. It was decided that the Board of Directors receives the authority to decide on the date for the reverse stock split and to take other measures necessary for the share consolidation to be able to be implemented, including the necessary amendments to the bylaws. It was decided that this authorization applies until the fifth day before the next Annual General Meeting. The decision means that the company’s share capital DKK 521,036.67 is distributed between 4,962,254 shares with a nominal value of DKK 0.105 each.
It was further decided that as a precondition for the reverse stock split, Claus Olesen, Dan Peters, Ulf Simonsen and Mikael Thomsen (collectively the “Guarantor”) would arrange for (without compensation and via Euroclear Sweden AB) ensuring that shareholdings of those shareholders whose number of shares are not divisible by 7 will be divisible by seven (7). This is to be arranged by the Guarantor without compensation to them. It is noted that the Guarantor have acquired approx. 30,000 shares in total and made them available to Euroclear Sweden AB for this purpose. Thus, the decision concerning the share consolidation is dependent upon – provided that the Guarantor obtain the additional shares necessary – that the required allocation can be done with the number of shares the Guarantor have available to them.
It was further decided that the Board of Directors, or the party the Board of Directors appoints, would be authorized to implement the adjustments and amendments to the shareholder meeting’s decision that are appropriate and necessary in connection with the implementation and registration of the decision.
Decision to authorize the Board of Directors to increase the share capital
In view of the planned imminent listing on AktieTorget, the shareholders meeting decided that the current authorization in §4a of the bylaws of the company would be amended to read:
“The Board of Directors is authorized to increase the company’s capital via a contribution of cash, via a contribution of items of value other than cash, and/or via the issuance of options to subscribe for shares (warrants) or convertible debentures.
The following applies for the authorization:
that the Board of Directors may increase the nominal share capital by a maximum amount of DKK 477,272.67,;
that the subscription of the shares shall be made at market price (albeit with issuance discounts at market on terms at each individual occasion);
that this authorization is given from September 19, 2016 until the next Annual General Meeting, which is expected to be held in May 2017;
that this authorization otherwise to be maintained via that each year a renewed authorization will be provided at the Annual General Meeting for 1 year at a time;
that the Board of Directors is authorized to eventually allow the existing shareholders to renounce their subscription rights in connection with capital increases that the Board of Directors determines;
that no shareholders are obligated to allow their shares to be redeemed in whole or in part by the Company or by others;
that the shares are freely tradable;
that the equity shall be negotiable instruments;
that the shares shall be registered in the name of each shareholder (in Danish: “kapitalandelene skal lyde på navn”); and
that the Board of Directors, or the third party the Board of Directors appoints, shall be entitled to make the changes and corrections required by the Danish Business Authority, VP Securities, or Euroclear Sweden AB, as part of the utilization of the authorization.”
Decision concerning the amendment of the bylaws of the company relating to method to provide the notice of invitation to attend shareholder meetings
The shareholders meeting decided that the bylaws of the company would be amended to provide that the notice of invitation to attend to shareholder meetings should always be made via publishing the notice in the Swedish Post och Inrikes Tidningar and on the company’s website. The notice of invitation to attend is to be published in the Swedish newspaper Svenska Dagbladet. If the Swedish newspaper Svenska Dagbladet ceases publication, the publication of the announcement should instead take place via Dagens Industri.
It was decided at the same time that the bylaws of the company would be amended so that the notice of invitation to attend and the transmission of materials via e-mail to the individual shareholders would no longer be required.
For additional information about Initiator Pharma, please contact:
Claus Elsborg Olesen, CEO
Telephone: +45 6126 0035
E-mail: [email protected]
A few words about Initiator Pharma
Initiator Pharma is a pharmaceutical company based in Aarhus, Denmark, spun off from Saniona AB (listed on Nasdaq Stockholm First North Premier). The Company’s main focus is the pharmaceutical candidate IPED2015 which constitutes a new treatment for the indication of erectile dysfunction (ED), that is, the inability of a man to achieve and maintain an erection and thus be able to complete sexual intercourse. Initiator Pharma’s new treatment method with IPED2015 is intended to treat the large group of patients suffering from of erectile dysfunction who are resistant to current treatment methods