The Annual General Meeting 2024 (the "AGM") of ExpreS2ion Biotech Holding AB ("ExpreS2ion" or the "Company") was held today on 5 June 2024.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and balance sheet and the group income statement and group balance sheet as presented in the annual report for the financial year 2023.
Allocation of profit
The AGM resolved, in accordance with the board's proposal, that all funds available to the AGM shall be carried forward.
Discharge from liability
The Board of Directors and the CEO were discharged from liability for the financial year 2023.
Election of the Board of Directors, auditor and remuneration
The AGM resolved that the Board of Directors shall consist of four directors without deputies. The AGM further resolved that the number of auditors shall be one.
It was further resolved that the remuneration to the Board of Directors shall amount to SEK 625,000 in total and shall be paid to the Board of Directors as follows:
- SEK 250,000 to the chairman and SEK 125,000 to the other directors.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Martin Roland Jensen, Jakob Knudsen, Karin Garre and Sara Sande were re-elected as directors of the board. Martin Roland Jensen was re-elected as chairman of the board.
Ernst & Young Aktiebolag was re-elected as the Company's auditor. Ernst & Young Aktiebolag has announced that Daniel Åkeborg will continue to act as main responsible auditor.
Resolutions to amend the articles of association
The AGM resolved, in accordance with the Board of Directors' proposal, to amend the articles of association in accordance with the below:
- The share capital shall amount to not less than SEK 8,000,000 and not more than SEK 32,000,000.
- The number of shares shall not be lower than 72,000,000 or more than 288,000,000.
- The Board of Directors may resolve that the general meeting can be held digitally.
Resolution to implement incentive program 2024/2027
The AGM resolved, in accordance with the Board of Directors' proposal, that the Company shall implement an incentive program through issuance of warrants to senior executives, key persons and other employees within the company group and to ExpreS2ion Biotechnologies ApS (the "Subsidiary") with subsequent transfer to senior executives, key persons and other employees within the company group ("Incentive program 2024/2027").
As a result of Incentive program 2024/2027, the Company will issue a maximum of 2,000,000 warrants, which may result in a maximum increase in the Company's share capital of approximately SEK 222,222 which corresponds to a dilution of approximately 4 percent of the total number of shares and votes in the Company.
The warrants shall be subscribed for by senior executives, key persons and other employees in the company group and the Subsidiary, with the right and obligation to, at one or several occasions, transfer the warrants to senior executives, key persons and other employees who are or will become employed by the company group, at a price equal to the fair market value of the warrant or at no consideration (subject to being tax neutral for the company group) and otherwise on the same terms as in the issuance. The Subsidiary has the right to subscribe for warrants without consideration and the senior executives, key persons and other employees in the company group have the right to subscribe for the warrants at a price equal to the warrant's market value or at no consideration (subject to being tax neutral for the company group).
Each warrant entitles to subscription of one (1) new share in the Company during the period from and including 15 November 2027 until and including 15 December 2027 or an earlier or later date in accordance with the terms and conditions for the warrants. The subscription price shall be determined to an amount equal to 130 percent of the volume weighted average price at Nasdaq First North Growth Market during ten trading days up to and including the day of the AGM.
Resolution to approve the Board of Directors' resolution on a new issue of shares and warrants ("Units")
The AGM resolved, in accordance with the Board of Directors' proposal, to approve the Board of Directors' resolution on 2 May 2024 to carry out a rights issue.
- The subscription price has been set to SEK 1.00 per Unit, corresponding to SEK 1.00 per share. The warrants of series TO 10 and warrants of series TO 11 are issued free of charge. Upon full subscription in the Rights Issue, the Company will receive initial proceeds of approximately SEK 60 million before deduction of transaction costs.
- Upon full subscription in the Rights Issue, the net proceeds from the Rights Issue will be used for (i) ES2B-C001 clinical phase initiation and progression, (ii) discovery pipeline and platform development, (iii) early preclinical development of a cytomegalovirus vaccine candidate, (iii) internal costs related to grant-sponsored projects and (iv) working capital including discovery pipeline and platform development.
- Existing shareholders in ExpreS2ion as of the record date, 10 June 2024, will receive seven (7) unit rights for each existing share. Six (6) unit rights entitle to subscription of one (1) Unit in the rights issue.
- In total, a maximum of 59,972,451 Units can be issued. Each Unit consists of one (1) share, one (1) warrant of series TO 10 and one (1) warrant of series TO 11, which means that a maximum of 59,972,451 shares, 59,972,451 warrants of series TO 10 and 59,972,451 warrants of series TO 11 can be issued.
- The subscription period runs from and including 12 June 2024 until and including 27 June 2024.
- Warrants of series TO 10 can be exercised for subscription of shares in the Company during the period from and including 20 November 2024 until and including 4 December 2024. Warrants of series TO 11 can be exercised for subscription of shares in the Company during the period from and including 18 September 2025 until and including 2 October 2025.
Authorisation for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors during the period up until the next Annual General Meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, corresponding to not more than 30 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the Annual General Meeting, to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions.
For further details regarding the resolutions set out above, refer to the complete proposal in the notice and the annual report available at the Company's website, www.expres2ionbio.com.
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company's news distributor, Cision, at the publication of this press release.
For further information about ExpreS2ion Biotech Holding AB, please contact:
Bent U. Frandsen, CEO
Keith Alexander, CFO
E-mail: investor@expres2ionbio.com
About ExpreS2ion
ExpreS2ion is a biotechnology company that develops innovative vaccines for a healthier world. We want to transform healthcare by developing novel vaccines, that are life-saving and improving quality of life across the world. ExpreS2ion has developed the unique human clinical Phase III-validated technology platform, ExpreS2, for fast and efficient development and production of the active material in vaccines. The platform, under the brand GlycoX-S2, includes functionally modified glycosylation variants for enhanced immunogenicity and pharmacokinetics. Since 2010, ExpreS2ion has produced more than 500 proteins and virus-like particles (VLPs) in collaboration with leading research institutions and companies. ExpreS2ion develops novel VLP based vaccines in association with AdaptVac ApS, of which ExpreS2ion owns 34%. For additional information, please visit www.expres2ionbio.com.
