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Notice to convene extraordinary general meeting in Initiator Pharma
Prenumeration
Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
Company reg. (CVR) no. 37663808
The board of directors hereby convene an extraordinary general meeting of Initiator Pharma A/S (the "Company") for Friday, 6 June 2025, at 10:00 AM CEST at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
The agenda of the extraordinary general meeting is the following:
- Appointment of chairman of the meeting.
- Proposal to adopt Partnership Agreement and to grant the board of directors an authorisation to convert the remuneration into shares.
- Authorisation to the chairman of the meeting.
- Any other business.
Complete proposals
Re item 1 Appointment of chairman of the general meeting.
The board of directors will propose a candidate for chairman of the general meeting at the extraordinary general meeting.
Re item 2 Proposal to adopt Partnership Agreement and to grant the board of directors an authorisation to convert the remuneration into shares.
The Company has entered into a Partnership Agreement with MAC Clinical Research Finance Ltd. (“MAC”) regarding a clinical study relating to the phase 2a vulvodynia (the “Partnership Agreement”). MAC will in accordance with the Agreement obtain the right to convert a maximum amount of 2,510,000 GBP into shares. The Partnership Agreement that the following amendment is adopted at the general meeting and inserted in the articles of association.
The board of directors’ asses that the terms of the Partnership Agreement, including the conversion right, are consistent with usual market terms. Consequently, item 2 is to be approved by two-thirds of the votes at the extraordinary general meeting, cf. section 106 of the Danish Companies Act.
Thus, the board of directors proposed that the following amendment in included in the articles of association as a new article 4g:
| Selskabet har den 19. maj 2025 indgået en aftale med MAC Clinical Research Finance Ltd. (”MAC”) om en mulig konvertering af gæld til MAC (”Aftalen”). Aftalen blev godkendt på selskabets ekstraordinære generalforsamling afholdt den 6. juni 2025. Bestyrelsen er indtil 6. juni 2028 bemyndiget til ad én eller flere omgange udstede aktier til MAC i henhold til Aftalen på et nominelt beløb på op til DKK 681.078,00 samt til at træffe beslutning om den dertilhørende kapitalforhøjelse uden fortegningsret for eksisterende aktionærer. Vilkårene for gældskonverteringen fremgår i øvrigt af bilag 4g. Bestyrelsen bemyndiges til at indgå tillægs- eller ændringsaftaler til Aftalen under forudsætning af, at det samlede antal aktier, der kan udstedes til MAC, ikke derved forøges. | On 19 May 2025, the Company entered into an agreement with MAC Clinical Research Finance Ltd. (“MAC”) regarding a possible conversion of debt (the “Agreement”). The Agreement was approved at the Company’s extraordinary general meeting held on 6 June 2025. Until 6 June 2028, the board of directors are authorised to issue shares to MAC in one or more tranches in accordance with the Agreement at a nominal amount of up to DKK 681,078.00 and to execute the related capital increase without pre-emptive rights for the existing shareholders. The terms for the debt conversion are set out in Appendix 4g. The board of Directors is authorised to enter into supplementary or amending agreements to the Agreement, provided that the total number of shares that may be issued to MAC is not thereby increased. |
Re item 3 Authorisation to the chairman of the meeting
The board of directors proposes to authorise the chairman of the meeting (with a right of substitution) on behalf of the Company to apply to the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
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Draft amended articles of association are enclosed as Appendix 1 to the complete proposals and is available on the Company’s website https://www.initiatorpharma.com/en/governance/general-meetings/.
General information
At the date of this notice, the Company's nominal share capital amounts to DKK 5,896,627.91 divided into 56,158,361 shares of nominal DKK 0.105 each. Each share of DKK 0.105 entitles the holder to one vote at the general meeting.
The extraordinary general meeting will be held as a physical meeting only and no food will be served in connection with the meeting.
Requirements for adoption
Items 2 considered at the general meeting must be approved by qualified majority of votes cf. section 106 of the Danish Companies Act.
1 The Company's website
This notice to the general meeting including appendixes, information about the total number of shares and voting rights on the date of this notice together with information about proxy, postal voting and registration forms for ordering an entry card, will be made available to the shareholders on the Company's website, https://www.initiatorpharma.com/en/governance/general-meetings/ from May 22, 2025.
This notice has also been published via Nasdaq Copenhagen A/S and the Company's website as well as by e-mail to the shareholders having so requested.
2 Date of registration
The shareholders will be entitled to exercise the right to vote attaching to the shareholders' shares, by attendance at the Company's general meeting or by post pro rata to their shareholding at the date of registration, which is one week before the general meeting.
The date of registration is Friday, 30 May 2025.
The shareholding of each individual shareholder will be determined at the end of the date of registration on the basis of the number of shares held by the shareholder according to the register of shareholders as well as any notice of ownership received by the Company for the purpose of registration in the register of shareholders, but not yet been registered. In order to be registered in the register of shareholders and included in the calculation, notices of shareholdings must be documented by a transcript from VP Securities A/S or other similar documentation. This documentation must be received by the Company before the end of the date of registration.
Only the persons who are shareholders of the Company on the date of registration will be entitled to participate and vote at the general meeting but see below with regard to the shareholders' timely request for admission cards.
Accordingly, any person who has purchased shares, whether by transfer or otherwise, will not be entitled to vote on the shares in question at the general meeting, unless he or she has been recorded in the register of shareholders or has notified the Company and provided documentation of his or her acquisition, no later than on the date of registration, which is Friday, 30 May 2025.
3 Admission cards
In order to participate in the general meeting, the shareholders must request an admission card for the general meeting no later than Monday, 2 June 2025. Admission cards may be requested by sending a request to the Company’s address by post or requested electronically to the Company’s CEO Claus Olesen at [email protected] no later than Monday, 2 June 2025, at 11:59 PM CEST. Shareholders registering for the general meeting electronically by e-mail will receive a confirmation of their registration.
Admission cards can be picked up at the entrance of the general meeting upon presentation of a valid ID.
4 Proxy
Shareholders are entitled to attend by proxy.
The complete proxy form must be received by the Company by Monday, 2 June 2025 at 11:59 PM CEST. The proxy form is available at https://www.initiatorpharma.com/en/governance/general-meetings/ and must be send to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at [email protected].
5 Postal voting
Shareholders may elect to vote by post, i.e. by casting their votes in writing, before the general meeting, instead of attending the general meeting and voting there.
Shareholders who choose to vote by post must send their postal vote send to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at [email protected], where it must be received by Wednesday, 4 June 2025 at 11:59 PM CEST at the latest.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
A proxy and vote form are enclosed as Appendix 2.
6 Questions
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before the general meeting.
Any questions concerning this announcement may be directed to [email protected].
Initiator Pharma A/S
The board of directors.
Appendixes:
Appendix 1 – Updated articles of association
Appendix 2 – Proxy and vote form
For additional information about Initiator Pharma, please contact:
Claus Elsborg Olesen, CEO
Telephone: +45 6126 0035
E-mail: [email protected]
About Initiator Pharma
Initiator Pharma A/S is a Danish clinical stage emerging pharma company developing innovative drugs that target key unmet medical needs within the central and peripheral nervous system. Initiator Pharma’s pipeline consists of two clinical stage assets – pudafensine (IP2015) and IP2018 – and two preclinical assets. The company is currently conducting a Phase IIb trial with pudafensine (IP2015) in erectile dysfunction of organic origin and successfully completed a Phase I proof of principle trial in neuropathic pain in 2022. With IP2018 the company has reported positive, statistically significant, and dose-dependent clinical observations related to efficacy in psychogenic erectile dysfunction (ED) in a Phase IIa clinical trial of IP2018 in patients with mild to moderate ED.
Initiator Pharma is listed on Nasdaq First North Growth Market (ticker: INIT). Redeye AB is the company’s Certified Adviser. For more information, please visit www.initiatorpharma.com.