Resolutions passed at the Extraordinary General Meeting
Orphazyme A/S
Company announcement
No. 05/2022
www.orphazyme.com
Company Registration No. 32266355
Copenhagen, Denmark, February 15, 2022 – Orphazyme A/S (ORPHA.CO; ORPH) (“Orphazyme” or the “Company”), a late-stage biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases, today held an Extraordinary General Meeting, at which the general meeting:
- Approved the authorizations to the Board of Directors and amendments to the articles of associations, as set out below;
- Elected Andrew Mercieca as new member of the Board of Directors; and
- Approved an authorization to the Chairman of the meeting to file the resolutions passed by the general meeting with the Danish Business Authority.
- Approved an authorization to the Chairman of the meeting to file the resolutions passed by the general meeting with the Danish Business Authority.
The following authorizations and amendments under agenda item 1.1 and 1.5 were adopted by the general meeting:
Article 3.6
“In the period until 1 January 2027, the Board of Directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 20,000,000. The capital increase shall take place at market price as determined by the Board of Directors and shall be effected by cash payment, debt conversion or contribution in kind.”
Article 3.10:
“The authorisations granted to the Board of Directors pursuant to Articles 3.1, 3.6 and 3.7 can in the aggregate only be exercised to increase the share capital by a maximum nominal amount of DKK 40,000,000.”
Article 3.12:
“New shares issued pursuant to Articles 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 shall be fully paid up, issued in the name of the holder and shall be recorded in the name of the holder in the Company’s register of shareholders, shall be negotiable instruments and shall in every respect carry the same rights as the existing shares. The Board of Directors is authorised to lay down the terms and conditions for capital increases pursuant to the above authorisations and to make any such amendments to the Company’s Articles of Association as may be required as a result of the Board of Directors’ exercise of said authorisations.”
The following authorizations under agenda item 1.2, 1.3 and 1.4, including amendments proposed by the Board of Directors as communicated in company announcement no. 4 of February 14, 2022, and at the Extraordinary General Meeting, were adopted by the general meeting:
Article 3.7:
“In the period until 1 January 2027, the Board of Directors is authorised to increase the Company’s share capital through one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 20,000,000. The capital increase may be effected by cash payment or conversion of debt and shall take place at market price as determined by the Board of Directors.”
Article 3.8:
“In the period until 1 January 2027, the Board of Directors is authorised to issue convertible bonds on one or more occasions without pre-emption rights for the existing shareholders and with a total principal amount of up to DKK 70,000,000 which are convertible into shares in the Company. The convertible bonds shall be effected by cash payment. The conversion price as determined by the Board of Directors may be above or at the market price at the time of issuance of the convertible bonds. The issuance of convertible bonds may be directed at qualified investors. The Board of Directors is authorised in the period until 1 January 2027 to increase the Company’s share capital by up to nominally DKK 20,000,000 by conversion of convertible bonds issued pursuant to this Article 3.8 and to effect the associated capital increases.”
Article 3.9:
“In the period until 1 January 2027, the Board of Directors is authorised to issue warrants on one or more occasions without pre-emption rights for the existing shareholders granting the holders right to subscribe for shares in the Company for a total amount of up to nominally DKK 20,000,000. The Board of Directors is entitled to determine the exercise price for the warrants upon issue given that the exercise price may be above or at the market price at the time of issuance. The Board of Directors is authorised in the period until 1 January 2027 to increase the Company’s share capital by up to nominally DKK 20,000,000 resulting from the exercise of warrants pursuant to this Article 3.9 and to effect the associated capital increases.”
For additional information, please contact
Orphazyme A/S
Anders Vadsholt, CFO +45 2898 9055
About Orphazyme A/S
Orphazyme is a late-stage biopharmaceutical company developing arimoclomol for Niemann-Pick disease type C (NPC). Orphazyme is headquartered in Denmark and has operations in the U.S. and Switzerland. ADSs representing Orphazyme’s shares are listed on Nasdaq U.S. (ORPH) and its shares are listed on Nasdaq Copenhagen (ORPHA).
About arimoclomol
Arimoclomol is an investigational drug candidate that amplifies the production of heat shock proteins (HSPs). HSPs can rescue defective misfolded proteins, clear protein aggregates, and improve the function of lysosomes. Arimoclomol is administered orally, and has now been studied in 10 Phase 1, four Phase 2, and three pivotal Phase 2/3 trials. Arimoclomol has received Orphan Drug Designation (ODD) for NPC in the US and EU. Arimoclomol has received Fast-Track Designation (FTD), Breakthrough Therapy Designation (BTD), and Rare Pediatric Disease Designation (RPDD) from the U.S. Food and Drug Administration (FDA) for NPC. On June 17, 2021, Orphazyme received a Complete Response Letter from the FDA regarding its New Drug Application for arimoclomol for the treatment of NPC. A marketing authorization application (MAA) for arimoclomol in NPC has been filed with the European Medicines Agency and is under review.
Forward-looking statement
This company announcement may contain certain forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995 and otherwise. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could”, and other words and terms of similar meaning or the negative thereof. Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance, or achievements to be materially different from the expected results, performance, or achievements expressed or implied by such forward-looking statements, including the risks and uncertainties that are described in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (SEC) on March 2, 2021, the Company’s Report on Form 6-K filed with the SEC on June 11, 2021, and other filings Orphazyme makes with the SEC from time to time. These documents are available on the “Investors & Media” section of Orphazyme’s website at www.orphazyme.com. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.
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