NeuroVive Pharmaceutical AB (publ): report from EGM
Today, 22 March 2018, an extraordinary general meeting was held in NeuroVive Pharmaceutical AB (publ) (“NeuroVive” or the “Company”). A summary of the resolutions follows. All resolutions were passed with the required majority.
Approval of resolution to issue shares and warrants (units) with preferential rights for existing shareholders
The Extraordinary General Meeting resolved to approve the Board of Directors’ resolution on 15 February 2018 to issue not more than 39,244,644 shares, and to issue not more than 9,811,161 warrants of series 2018:1 for existing shareholders with preferential rights ("Rights issue"). The Rights issue will be conducted through issuance of so called units.
The terms and conditions governing the Rights Issue means that shareholders of the Company are entitled to, with preferential rights, subscribe for units as follows. One (1) existing share in the Company entitles to three (3) unit rights. Sixteen (16) unit rights entitle to subscription of one (1) unit, consisting of four (4) new shares and one (1) warrant of series 2018:1.
Upon full subscription of the Rights Issue and upon full exercise of the warrants, the share capital will increase with SEK 2,452,790.25.
The record date of the Rights Issue is Thursday 5 April 2018 and the subscription period is from and including 10 April up to and including 24 April 2018. The subscription price per unit is SEK 8, corresponding to a subscription price of SEK 2 per share. The warrants are issued without consideration.
One (1) warrant of series 2018:1 entitles to subscription of one (1) share in the Company at a subscription price of SEK 3.80. Subscription for shares in the Company with warrants of series 2018:1 shall take place during the period from and including 1 November 2018 up to and including 30 November 2018.
Upon full subscription of the Rights Issue, the Company will raise approximately SEK 78.5 million before issuance costs. Full exercise of the warrants will raise an additional approximately SEK 37.3 million before issuance costs.
Resolution to amend the articles of association
To enable the Rights Issue, the Extraordinary General Meeting also resolved to amend the limits of the share capital in the articles of association from minimum SEK 1,500,000 and maximum SEK 6,000,000 to minimum SEK 2,500,000 and maximum SEK 10,000,000, and to amend the limits of the number of shares in the articles of association from minimum 30,000,000 and maximum 120,000,000 to minimum 50,000,000 and maximum 200,000,000.
Further, the Extraordinary General Meeting resolved to amend the CSD clause in the articles of association to update the articles of association in accordance with applicable legislation.
Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Extraordinary General Meeting resolved to authorize the Board of Directors to resolve, on one or more occasions, during the period up until the next Annual General Meeting, on the issue of new shares, warrants and/or convertibles, with or without waiving the preferential rights of the shareholders. The authorization may increase the company's share capital by not more than SEK 690,000, corresponding to an increase by not more than fifteen (15) percent of the company’s share capital calculated on full subscription in the Rights issue.
The authorization replaces the existing authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles, resolved upon at the 2017 Annual General Meeting.
The purpose of the authorization is to raise working capital for the Company and/or to add new owners of strategic importance to the Company.
This information is information that NeuroVive Pharmaceutical AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 4.30 p.m. CET on 22 March 2018.
For more information please contact:
Catharina Johansson, CFO
+46 (0)46-275 62 21, ir@neurovive.com
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 62 20 (switchboard)
info@neurovive.com, www.neurovive.com
About NeuroVive
NeuroVive Pharmaceutical AB is a leader in mitochondrial medicine, with one project in clinical phase II development for the prevention of moderate to severe traumatic brain injury (NeuroSTAT®) and one project in clinical phase I (KL1333) for genetic mitochondrial diseases. The R&D portfolio consists of several late stage research programs in areas ranging from genetic mitochondrial disorders to cancer and metabolic diseases such as NASH. The company’s strategy is to advance drugs for rare diseases through clinical development and into the market. The strategy for projects within larger indications outside the core focus area is out-licensing in the preclinical phase. NeuroVive is listed on Nasdaq Stockholm, Sweden (ticker: NVP). The share is also traded on the OTCQX Best Market in the US (OTC: NEVPF).
