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Initiator Pharma A/S calls for the Annual General Meeting
Prenumeration
Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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Company reg. (CVR) no. 37663808
Notice to convene the annual general meeting 2026
The board of directors hereby convene the annual general meeting of Initiator Pharma A/S (the "Company") for 29 May 2026, at 10:00 AM CEST at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
The agenda of the annual general meeting is the following:
- Appointment of chairman of the meeting
- The board of directors’ report
- Adoption of the annual report
- A resolution to distribute the profit or cover the loss according to the adopted annual report
- Approval of the remuneration of the board of directors
- Election of members to the board of directors
- Appointment of auditor
- Any proposals received
- Presentation and advisory vote on the Remuneration Report 2025
- Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association
- Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association
- Proposal from the board of directors to approve an authorisation for the board of directors to issue warrants with or without pre-emption rights for existing shareholders by inserting a new article 4h in the Company’s articles of association
- Authorisation to the chairman of the meeting
- Any other business
Complete proposals
Re item 1 Appointment of chairman of the general meeting
The board of directors proposes Ulrik Bangsbo Hansen as chairman of the general meeting.
Re item 2 The board of directors’ report
The board of directors proposes that the general meeting takes note of the board of directors’ report on the Company’s activities in the past financial year.
Re item 3 Adoption of the annual report
The board of directors proposes that the general meeting adopts the annual report.
Re item 4 A resolution to distribute the profit or cover the loss according to the adopted annual report
The board of directors proposes that the loss for the year as recorded in the annual report for 2025 as adopted by the general meeting be carried forward to next year.
Re item 5 Approval of the remuneration of the board of directors.
The board of directors proposes that chairman of the board of directors should receive 240,000 DKK and that ordinary board members should receive 120,000 DKK.
CEO Claus Olesen has informed the Company that he will waive his remuneration as board member if he is re-elected to the board of directors.
Re item 6 Election of members to the board of directors
The board of directors proposes to re-elect the following existing board members noting that Göran Ando has declared that he is not available for re-election:
- Magnus Persson
- Annette Colin
- Peter Holm
- Gunilla Ekström
- Claus Olesen
In addition, the board of directors proposes the election of Christina Lloyd as a new member of the board of directors. Enclosed as Appendix 1 is the curriculum vitae of Christina Lloyd.
Re item 7 Appointment of auditor
The board of directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed as the Company’s auditor.
Re item 8 Any proposals received
The board of directors recommends that the general meeting take a position on the following proposals.
Re Item 8.1 Presentation and advisory vote on the Remuneration Report for 2025
The board of directors proposes that the Remuneration Report 2025 is adopted by the general meeting by advisory vote. The Remuneration Report 2025 is enclosed as Appendix 2.
Re item 8.2 Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association
In order to grant the board of directors some flexibility to secure the necessary financing for the Company’s further development, the board of directors proposes that the general meeting increase the authorisation in article 4a in the Company’s articles of association with nominal DKK 1,164,909.27 from nominal DKK 2,354,093.91 to nominal DKK 3,519,003.18.
The board of directors notes that nominal DKK 643.981,70 shares (equal to 6,133,159 shares of a nominal value of DKK 0.105 each) have on 1 July 2025 been issued by the board of directors under this authorisation. As the articles of association currently state that shares with a nominal value of DKK 644,981.70 have been issued, the board of directors proposes to update this wording so that the stated nominal value accurately reflects the actual number of shares issued.
Following the proposed increase of the authorisation, the remaining pool of shares under this authorisation will be nominal DKK 2,875,021.49 equal to approx. 40% of the total share capital.
The board of directors proposes to update article 4a in the articles of association with the following (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 24. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 3.519.003,18 med fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. Bestyrelsen fastsætter kursen, som kan være til eller under markedskurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. Bestyrelsen har på bestyrelsesmøde den 1. juli 2025 besluttet delvist at udnytte den af generalforsamlingen tildelte bemyndigelse i §4a til at udstede 6.133.159 aktier a nominelt kr. 0,105, svarende til i alt nominelt kr. 643.981,70 Herefter resterer der en bemyndigelse til bestyrelsen til at forhøje selskabskapitalen med samlet nominelt kr. 2.875.021,49 efter bemyndigelsen i §4a. | The board of directors is authorised until the period ending 24 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 3,519,003.18 with pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out by way of cash contribution, contribution in kind or debt conversion. The board of directors determines the subscription price that may be set at market value or at a price below market value. All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. At the board meeting held on 1 July 2025, the board of directors resolved to partially exercise the authorisation granted by the general meeting in article 4a to issue 6,133,159 shares of a nominal value of DKK 0.105 each, representing a total nominal amount of DKK 643,981.70. Following such partial exercise, the board of directors retains an authorisation pursuant to Article 4a to increase the share capital by an aggregate nominal amount of DKK2,875,021.49. |
Reference is made to the amended articles of association, see Appendix 3 (only in Danish).
Re item 8.3 Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association.
In order to grant the board of directors some flexibility to secure the necessary financing for the Company’s further development, the board of directors further proposes that the general meeting increase the authorisation in article 4b in the Company’s articles of association with nominal DKK 260,463.63 from nominal DKK 1,177,047.06 to nominal DKK 1,437,510.69 equal to approx. 20% of the total share capital.
The board of directors proposes further to clarify that the board of directors determines the subscription price that may be set at market value or at a price below market value. The clarification is made for the sake of clarity only and does not entail any substantive change to the authorisation.
The board of directors proposes to update article 4b in the articles of association with the following (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 24. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 1.437.510,69 uden fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. Bestyrelsen fastsætter kursen, som kan være til eller under markedskurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. | The board of directors is authorised until the period ending 24 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 1,437,510.69 without pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out by way of cash contribution, contribution in kind or debt conversion. The board of directors determines the subscription price that may be set at market value or at a price below market value. All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Reference is made to the amended articles of association, see Appendix 3 (only in Danish).
Re item 8.4 Proposal from the board of directors to approve an authorisation for the board of directors to issue warrants with or without pre-emption rights for existing shareholders by inserting a new article 4h in the Company’s articles of association
In order to grant the board of directors some flexibility to secure the necessary financing for the Company’s further development and to be able to offer warrants as part of a financing structure, the board of directors proposes that the general meeting authorises the board of directors to issue warrants (equal to 10% of the total share capital) with the board of directors to determine whether the warrants shall be issued with or without pre-emption rights for existing shareholders.
The board of directors proposes to insert a new article 4h in the articles of association with the following wording (the Danish text prevails):
| Bestyrelsen er bemyndiget til ad én eller flere gange i henhold til selskabslovens § 155, jf. § 169, at udstede op til 6.845.289 warrants i selskabet med ret til tegning af op til i alt nominelt 718.755,35 kr. kapitalandele i selskabet til en kurs og fordeling, som fastlægges af bestyrelsen. Bestyrelsen beslutter, om warrants skal udstedes med eller uden fortegningsret for de eksisterende kapitalejere. Kursen kan være under markedskursen på tidspunktet for bestyrelsens beslutning. Samtidig er bestyrelsen bemyndiget til at foretage den dertilhørende forhøjelse af selskabets selskabskapital ad en eller flere omgange med op til nominelt 718.755,35 kr. eller et andet beløb som følge af eventuel regulering af an tallet af udstedte warrants, antallet af kapitalandele, som de udstedte warrants giver ret til at tegne, og/eller tegningskursen i henhold til de til enhver tid gældende vilkår for de ud stedte warrants. Bemyndigelsen løber frem til 29. maj 2031. Kapitalandele udstedt i henhold til bemyndigelsen i dette pkt. 4h skal indbetales fuldt ud ved gældskonvertering, apportindskud eller kontant indskud, være omsætningspapirer, skal lyde på navn og noteres på navn i selskabets ejerbog. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. Bestyrelsen er bemyndiget til at genanvende eller genudstede eventuelle bortfaldne ikke udnyttede warrants, forudsat at genanvendelsen eller genudstedelsen finder sted inden for de vilkår og tidsmæssige begrænsninger, der fremgår af bemyndigelsen. | The board of directors is authorised, pursuant to section 155 of the Danish Companies Act, cf. s. 169 thereof, in one or several instances, to issue up to a total of 6,845,289 warrants in the company, which will entitle their holder(s) to subscribe for up to a total of nominal DKK 718,755.35 shares in the company at a subscription price and allocation determined by the board of directors. The board of directors determines whether the warrants shall be issued with or without pre-emption rights for the existing shareholders. The subscription price may be below the market price at the time of the decision of the board of directors. The board of directors is also authorised to carry out any related share capital increases, in one or several instances, up to a total of nominally DKK 718,755.35 or such other amount as required following an adjustment of the number of warrants, the numbers of shares that issued warrants entitle the holder(s) to subscribe and/or the exercise price in accordance with the terms governing the issued warrants. The authorization is valid until 29 May 2031. Shares issued pursuant to the authorization in this clause 4h must be paid up in full by conversion of debt, contribution in kind or by cash payment, be negotiable instruments, be registered by name and be registered by the name of shareholders in the company’s shareholders’ register. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The board of directors is authorized to reuse or reissue any lapsed, non-exercised warrants, provided that such reuse or reissuance observes the terms and the expiration date set out in this authorization. |
Reference is made to the amended articles of association, see Appendix 3 (only in Danish).
Re. item 8.5 Authorisation to the chairman of the meeting
The board of directors proposes to authorise the chairman of the meeting (with a right of substitution) on behalf of the Company to apply to the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
***
Draft amended articles of association are enclosed as Appendix 3 to the complete proposals and is available on the Company’s website https://www.initiatorpharma.com/en/governance/general-meetings/.
General information
At the date of this notice, the Company's nominal share capital amounts to DKK 7,187,553.66 divided into 68,452,892 shares of nominal DKK 0.105 each. Each share of DKK 0.105 entitles the holder to one vote at the general meeting.
The annual general meeting will be held as a physical meeting only and no food will be served in connection with the meeting.
Requirements for adoption
Item 1 at the general meeting must be approved by a simple majority of votes, see section 105 of the Danish Companies Act.
Items 3-8.1 at the general meeting must be approved by a simple majority of votes, see section 105 of the Danish Companies Act. However, item 8.1 is only an advisory vote.
Item 8.2 considered at the general meeting must be approved by qualified majority of votes cf. section 106 of the Danish Companies Act.
Items 8.3-8.4 at the general meeting must be approved by at least nine-tenths of the votes cast as well as at least nine-tenths of the share capital represented at the general meeting, see section 107(2), no. 1 of the Danish Companies Act.
Item 8.5 at the general meeting must be approved by a simple majority of votes, see section 105 of the Danish Companies Act.
The Company's website
This notice to the general meeting including appendixes, the remuneration report for the financial year 2025, the Company’s annual report for 2025, information about the total number of shares and voting rights on the date of this notice together with information about proxy, postal voting and registration forms for ordering an entry card, will be made available to the shareholders on the Company's website, https://www.initiatorpharma.com/en/governance/general-meetings/ from Wednesday 13 May 2026.
This notice has also been published via Nasdaq Copenhagen A/S and the Company's website as well as by e-mail to the shareholders having so requested.
Date of registration
The shareholders will be entitled to exercise the right to vote attaching to the shareholders' shares, by attendance at the Company's general meeting or by post pro rata to their shareholding at the date of registration, which is one week before the general meeting.
The date of registration is Friday 22 May 2026.
The shareholding of each individual shareholder will be determined at the end of the date of registration on the basis of the number of shares held by the shareholder according to the register of shareholders as well as any notice of ownership received by the Company for the purpose of registration in the register of shareholders, but not yet been registered. In order to be registered in the register of shareholders and included in the calculation, notices of shareholdings must be documented by a transcript from VP Securities A/S or other similar documentation. This documentation must be received by the Company before the end of the date of registration.
Only the persons who are shareholders of the Company on the date of registration will be entitled to participate and vote at the general meeting but see below with regard to the shareholders' timely request for admission cards.
Accordingly, any person who has purchased shares, whether by transfer or otherwise, will not be entitled to vote on the shares in question at the general meeting, unless he or she has been recorded in the register of shareholders or has notified the Company and provided documentation of his or her acquisition, no later than on the date of registration, which is Friday 22 May 2026.
Admission cards
In order to participate in the general meeting, the shareholders must request an admission card for the general meeting no later than Friday 22 May 2026. Admission cards may be requested by sending a request to the Company’s address by post or requested electronically to the Company’s CEO Claus Olesen at ceo@initiatorpharma.com no later than Friday 22 May 2026, at 11:59 PM CEST. Shareholders registering for the general meeting electronically by e-mail will receive a confirmation of their registration.
Admission cards can be picked up at the entrance of the general meeting upon presentation of a valid ID.
Proxy
Shareholders are entitled to attend by proxy.
The complete proxy form must be received by the Company by Tuesday 26 May 2026 at 11:59 PM CEST. The proxy form is available at https://www.initiatorpharma.com/en/governance/general-meetings/ and must be sent to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at ceo@initiatorpharma.com.
Postal voting
Shareholders may elect to vote by post, i.e. by casting their votes in writing, before the general meeting, instead of attending the general meeting and voting there.
Shareholders who choose to vote by post must send their postal vote send to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at ceo@initiatorpharma.com, where it must be received by Tuesday 26 May 2026 at 11:59 PM CEST at the latest.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
A proxy and vote form are enclosed as Appendix 4.
Questions
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before the general meeting.
Any questions concerning this announcement may be directed to info@initiatorpharma.com.
Initiator Pharma A/S
The board of directors
Appendixes:
Appendix 1 - Curriculum vitae of Christina Lloyd
Appendix 2 – Remuneration Report 2025
Appendix 3 – Updated articles of association (Only in Danish)
Appendix 4 – Proxy and vote form