Resolutions passed at the Extraordinary General Meeting
Orphazyme A/SCompany
announcementNo. 05/2022www.orphazyme.comCompany
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.
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.
- 05-2022 Resolutions passed at the Extraordinary General
Meeting
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