Bli medlem
Bli medlem

Du är här

2022-05-18

Bulletin from the annual general meeting of Alzinova AB (publ)

The following resolutions were passed at the annual general meeting (the "AGM") of Alzinova AB (publ) ("the Company") on 18 May in Gothenburg.

Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2021 as well as the balance sheet as of 31 December 2021. The members of the board of directors and the managing director were discharged from liability for the financial year 2021.

Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors' proposal, that no dividend shall be paid for 2021 and that the results of the company shall be carried forward.

Board of Directors and auditor
The AGM resolved, in accordance with the nomination committee's proposal, on re-election of Björn Larsson, Anders Blom, Lena Degling Wikingsson, Per-Göran Gillberg, Clas Malmeström, Carol Routledge, Pernilla Sandwall and Anders Waas as board members. Furthermore, the Deputy Board member Anders Sandberg was re-elected. Björn Larsson was re-elected as the chairman of the Board of Directors. The AGM re-elected the audit firm Ernst & Young Aktiebolag AB as auditor.

The AGM further resolved on remuneration to the Board of Directors in accordance with the nomination committee's proposal. The AGM furthermore resolved in accordance with the nomination committee's proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.

Amendment of the articles of association
The AGM resolved, in accordance with the Board of Directors' proposal, to amend the articles of association. The amendment was made in order to change the limits for the amount of share capital as well as the number of shares to enable the Rights Issue.

Issue of units with pre-emption rights for the shareholders (the "Rights Issue")
The AGM resolved, in accordance with the Board of Directors' proposal, to approve the Board of Directors' resolution on an issue of units with pre-emption rights for the shareholders.

Through the Rights Issue the share capital can be increased with not more than SEK 5,328,878.385000 through an issue of not more than 20,261,895 shares. Furthermore, 16,209,516 warrants of series TO3 ("Warrants") can be issued. One (1) Warrant entails a right to subscribe for one (1) new share whereby the Company's share capital can, additionally, increase with not more than SEK 4,263,102.708000 and the number of shares can, additionally, increase with not more than 16,209,516 shares.

The new shares and Warrants will be issued as so-called units. Each unit consists of five (5) shares and four (4) Warrants. Possession of one (1) share on the record date on 25 May 2022, entitles the holder to one (1) unit right. Four (4) unit rights entitle the holder to subscribe for one (1) unit.

The subscription price for each unit shall amount to SEK 10.50. The subscription price for each share shall thus amount to SEK 2.10. The Warrants are issued free of charge. The part of the subscription price for the shares that exceeds the quotient value of the share shall be added to the non-restricted share premium reserve and the part of the subscription price for the shares which are subscribed for through exercising the Warrants which exceeds the quotient value of the share shall be added to the non-restricted share premium reserve. The right to subscribe for units shall accure with pre-emptions rights to those who, as of the record date on 25 May 2022, own shares in the Company.

Resolution on directed issue of shares
The AGM resolved, in accordance with the Board of Directors' proposal, to increase the Company's share capital by not more than SEK 535,360.696000 through a new issue of not more than 2,035,592 new shares in the Company (the "Compensation Issue").

The right to subscribe for the new shares shall, with deviation from the shareholders' pre-emption rights, accrue to the underwriters with whom the Company has entered into an underwriting agreement to secure the rights issue resolved by the Board on 19 April 2022 (the "Rights Issue"). The purpose of the Compensation Issue and the reason for the deviation from the shareholders' pre-emption rights is that any underwriting compensation to the underwriters may be paid through a new issue of shares.

Authorisation to issue new shares and/or warrants
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, resolve to increase the company's share capital by issuing new shares or warrants. Such issue resolution may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

The total number of shares that may be issued, or in the event of an issue of convertibles or warrants, any additional shares after conversion or exercise, pursuant to the authorisation shall, for resolutions taken without deviation from the shareholders' preferential rights, not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered articles of association.

For further information, please contact:
Kristina Torfgård, CEO, Alzinova AB
Tel: +46 70 846 79 75
E-mail: kristina.torfgard@alzinova.com

About Alzinova AB
Alzinova AB is a Swedish clinical-stage biopharma company developing treatments for Alzheimer's disease by specifically targeting neurotoxic amyloid beta oligomers. The lead candidate, ALZ-101, is being developed as a therapeutic vaccine for the treatment of Alzheimer's. Alzinova's proprietary AβCC peptide™ technology enables the development of disease-modifying therapies that target the toxic amyloid-beta oligomers involved in the onset and progression of the disease with high precision. Alzheimer's is one of the most common and devastating neurological diseases globally, with of the order of 40 million people afflicted today. In addition, the antibody ALZ-201 is in early preclinical development, and the ambition is to expand the pipeline further. The company's Certified Advisor on Nasdaq First North Growth Market is Corpura info@corpura.se+46 768-532 822. For more information about Alzinova, please visit: www.alzinova.com

Författare Cision