BULLETIN FROM THE ANNUAL GENERAL MEETING ON 19 JUNE 2024 IN IMMUNOVIA AB (PUBL)
LUND (SWEDEN) – Today, on 19 June 2024, the annual general meeting of Immunovia AB (publ) was held. A summary of the adopted resolutions follows below.
Resolution on the adoption of the accounts and allocation of result
The annual general meeting resolved to adopt the profit and loss account and balance sheet and the consolidated profit and loss statement and consolidated balance sheet. The annual general meeting also resolved to allocate the company’s result in accordance with the board's proposal, which means that no dividend will be paid, and that available funds of SEK 60,668,202 will be carried forward.
Discharge from liability of the members of the board of directors and the CEO
The annual general meeting decided to discharge the members of the board of directors and the CEO from liability for the financial year 2023.
Election and remuneration of the board of directors and auditor
The annual general meeting resolved in accordance with the Nomination Committee's proposal to re-elect Peter Høngaard Andersen, Martin Møller, Hans Johansson, Michael Löfman, Melissa Farina and Valerie Bogdan-Powers as board members. Peter Høngaard Andersen was re-elected as chairman of the board.
The annual general meeting further resolved that board fees shall be paid with SEK 420,000 to the chairman of the board and that each of the other members of the board of directors shall receive SEK 180,000. It was further resolved that remuneration for committee work shall be paid in the amount of SEK 25,000 to members of the Audit, Research and Remuneration Committees and in the amount of SEK 40,000 to the chairmen of the Audit, Research and Remuneration Committees. Travel expenses will be reimbursed in accordance with the company's policy.
Finally, the annual general meeting resolved to re-elect the authorized public accountant Mats-Åke Andersson, HLB Auditoriet AB, as auditor, and to re-elect the authorized public accountant Martin Gustafsson, HLB Auditoriet, as deputy auditor, and that the auditors’ fees shall be paid in accordance with approved invoices.
Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the remuneration report of the board of directors for the financial year 2023.
Resolution on guidelines for remuneration of senior executives
The annual general meeting resolved in accordance with the board's proposal to adopt new guidelines for remuneration to senior executives.
Resolution on reduction of the share capital
The annual general meeting resolved in accordance with the board's proposal to reduce the company's share capital by SEK 905,749.96 for allocation to non-restricted equity and without cancellation of shares. The purpose of the reduction is to improve the ratio between the share capital and the non-restricted equity.
The resolution to reduce the share capital is conditional upon the Rights Issue (see definition below) being subscribed to such an extent that the share capital after the Rights Issue amounts to at least SEK 2,264,374.90.
Resolution to amend the Articles of Association
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the Articles of Association by adopting new limits for the share capital and the number of shares in the company. The limits that will finally be registered with the Swedish Companies Registration Office will depend on the number of shares subscribed and paid for in the Rights Issue (see definition below).
Resolution on approval of the board of directors' resolution on a rights issue of units
The annual general meeting resolved in accordance with the board of directors' proposal to approve the board of directors' resolution of 20 May 2024 on a rights issue of units (the "Rights Issue"). Each unit consists of two (2) shares, two (2) warrants series TO 2 ("TO 2") and one (1) warrant series TO 3 ("TO 3").
Subscription of units with preferential rights shall be made by exercise of unit rights. The right to receive unit rights for subscription of units with preferential rights shall vest in those who are registered as shareholders on the record date 14 August 2024 and are thereby allotted unit rights in relation to their shareholding as of the record date. The subscription period runs from and including 16 August 2024 up to and including 30 August 2024.
The board of directors, or a person appointed by the board of directors, is authorized to, no later than five weekdays prior to the record date, determine the maximum amount by which the company's share capital shall be increased, the maximum number of new shares and TO 2 and TO 3, respectively, and consequently the number of units, that shall be issued, the number of existing shares that shall entitle to subscription of a certain number of units and the amount that shall be paid for each unit in the Rights Issue.
One (1) TO 2 entitles the holder to subscribe for one (1) new share in the company during the period from and including 2 January 2025 up to and including 16 January 2025 against cash consideration amounting to 70 per cent of the volume-weighted average price according to the official price list of Nasdaq Stockholm for shares in the company during the period from and including 12 December 2024 up to and including 27 December 2024, however, not less than the quotient value of the share and not more than an amount corresponding to 125 per cent of the subscription price per share in the Rights Issue.
One (1) TO 3 entitles the holder to subscribe for one (1) new share in the company during the period from and including 1 April 2025 up to and including 15 April 2025 against cash payment amounting to 70 per cent of the volume-weighted average price according to the official price list of Nasdaq Stockholm for shares in the company during the period from and including 14 March 2025 up to and including 27 March 2025, however, not less than the quotient value of the share and not more than an amount corresponding to 150 per cent of the subscription price per share in the Rights Issue.
Resolution on authorization for the board of directors to resolve to issue shares and warrants to guarantors.
The annual general meeting resolved, in accordance with the board of directors' proposal, in order to enable the issue of units consisting of shares and warrants as guarantee compensation to those who have entered into guarantee commitments (the "Guarantors") to secure the Rights Issue, to authorize the board of directors, for the period until the next annual general meeting, on one or several occasions, with deviation from the shareholders' preferential rights and with or without provisions regarding set-off or other conditions, to resolve on the issue of shares and warrants to the Guarantors.
Upon exercise of the authorization, the terms and conditions for the units shall be the same as in the Rights Issue, meaning that each unit shall consist of two (2) shares, two TO 2 and one TO 3 , however, the subscription price per unit shall correspond to the volume-weighted average share price of the company's share on Nasdaq Stockholm during the subscription period in the Rights Issue, multiplied by two (2), but never never lower than the subscription price in the Rights Issue.
The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to be able to carry out an issue of units as compensation to the Guarantors. The total number of shares and warrants that may be issued pursuant to the authorization may not exceed the total number of shares and warrants corresponding to the agreed guarantee compensation to be paid by the company to the Guarantors.
Resolution on authorization for the board of directors to resolve on new issue of shares
The annual general meeting resolved in accordance with the board's proposal to authorize the board to resolve, on one or several occasions before the next annual general meeting, on an issue of shares. Such an issue may entail deviation from the shareholders' preferential rights to subscribe for new shares and also entail that payment for the new shares may be made in cash or by consideration in kind. The issue may result in an aggregate increase in the share capital corresponding to the issue of a maximum of 20% of the number of shares outstanding in the company at the time of the first issue decision made based on the authorization.
The new shares shall, in the event of a deviation from the shareholders’ pre-emption rights, be issued at a subscription price based on the share price at the time of the issue, decreased by any discount in line with market practice that the board deems necessary. The purpose of the authorization is to enable the board of directors to develop the company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements.
Lund, 19 June 2024
Immunovia AB (publ)
For more information, please contact:
Jeff Borcherding
CEO and President
[email protected]
Karin Almqvist Liwendahl
Chief Financial Officer
+46 709 11 56 08
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer.
Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world’s largest market for detection of pancreatic cancer. The company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing.
Immunovia’s shares (IMMNOV) are listed on Nasdaq Stockholm. For more information, please visit www.immunovia.com