Initiator Pharma A/S – Resolutions of the extraordinary general meeting 2025
Prenumeration
Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
Company reg. (CVR) no. 37663808
The extraordinary general meeting of Initiator Pharma A/S (reg. no. 37663808 the "Company") was held at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE on 6 June 2025 at 10.00 AM CEST.
Agenda
The agenda of the extraordinary general meeting was as follows:
- Appointment of chairman of the meeting.
- Proposal to adopt Partnership Agreement and to grant the board of directors an authorisation to convert the remuneration into shares.
- Authorisation to the chairman of the meeting.
- Any other business.
The general meeting appointed attorney Ulrik Bangsbo Hansen as chairman of the general meeting in accordance with the Company’s articles of association.
The chairman of the meeting established that the general meeting had been duly convened and was quorate.
The following resolutions were passed by the general meeting:
Re item 1 Appointment of chairman of the general meeting.
The general meeting appointed Ulrik Bangsbo Hansen as chairman of the general meeting.
Re item 2 Proposal to adopt Partnership Agreement and to grant the board of directors an authorisation to convert the remuneration into shares.
The Company entered into a Partnership Agreement with MAC Clinical Research Finance Ltd. (“MAC”) regarding a clinical study relating to the phase 2a vulvodynia (the “Partnership Agreement”). MAC will in accordance with the Agreement obtain the right to convert a maximum amount of 2,510,000 GBP into shares. The board had proposed that the following amendment is adopted at the general meeting and inserted in the articles of association.
The proposal was unanimously adopted by all votes represented at the extraordinary general meeting.
Consequently, the Company’s articles of association will be updated to incorporate the following new article 4g:
| Selskabet har den 19. maj 2025 indgået en aftale med MAC Clinical Research Finance Ltd. (”MAC”) om en mulig konvertering af gæld til MAC (”Aftalen”). Aftalen blev godkendt på selskabets ekstraordinære generalforsamling afholdt den 6. juni 2025. Bestyrelsen er indtil 6. juni 2028 bemyndiget til ad én eller flere omgange udstede aktier til MAC i henhold til Aftalen på et nominelt beløb på op til DKK 681.078,00 samt til at træffe beslutning om den dertilhørende kapitalforhøjelse uden fortegningsret for eksisterende aktionærer. Vilkårene for gældskonverteringen fremgår i øvrigt af bilag 4g. Bestyrelsen bemyndiges til at indgå tillægs- eller ændringsaftaler til Aftalen under forudsætning af, at det samlede antal aktier, der kan udstedes til MAC, ikke derved forøges. | On 19 May 2025, the Company entered into an agreement with MAC Clinical Research Finance Ltd. (“MAC”) regarding a possible conversion of debt (the “Agreement”). The Agreement was approved at the Company’s extraordinary general meeting held on 6 June 2025. Until 6 June 2028, the board of directors are authorised to issue shares to MAC in one or more tranches in accordance with the Agreement at a nominal amount of up to DKK 681,078.00 and to execute the related capital increase without pre-emptive rights for the existing shareholders. The terms for the debt conversion are set out in Appendix 4g. The board of Directors is authorised to enter into supplementary or amending agreements to the Agreement, provided that the total number of shares that may be issued to MAC is not thereby increased. |
Re. item 3 Authorisation to the chairman of the meeting
The board of directors had proposed to authorise attorney-at-law Ulrik Bangsbo Hansen (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.
The general meeting adopted the proposal unanimously and with all votes present.
The Company will publish the new and updated articles of association on its website, when the articles of association have been registered with the Danish Business Authority. The Company notes that the Company’s articles of association only exist in a Danish language version.
Re. item 4 Any other business
There was no other business to be discussed.
The extraordinary general meeting was adjourned at 10:30 AM CEST.