LUND, Sweden, Nov. 27, 2020 /PRNewswire/ -- BioInvent
International AB's (publ) ("BioInvent") (OMXS:
BINV) Extraordinary General Meeting (the "EGM") today
resolved to approve the Board of Directors' resolution on a
directed issue of 29,395,311 new shares and 14,697,655 new warrants
to CASI Pharmaceuticals Inc. including amendments of the Articles
of Association, resolved on a reverse share split 1:25 and a
reduction of the share capital with necessary amendments to the
Articles of Association and authorized the Board of Directors to
resolve on a new shares issue of a maximum of
109,378,025 shares (corresponding to 4,375,121 shares after the
reverse share split).
The EGM resolved on amendment of § 4 (share capital) and § 5
(number of shares) of the Articles of Association for the
purpose of enabling the directed issue of shares and warrants, as
resolved by the Board of Directors on 27
October 2020 subject to the approval by the EGM. § 4 is
amended in such way that the share capital shall amount to no less
than 22,400,000 Swedish kronor (SEK) and no more than 89,600,000
Swedish kronor (SEK) (previously no less than 20,000,000 Swedish
kronor (SEK) and no more than 80,000,000 Swedish kronor (SEK)).
The EGM resolved to approve the Board of Directors' previous
resolution on October 27, 2020 on a
directed issue of 29,395,311 new shares and 14,697,655 new warrants
of series 2020/2025, both to CASI Pharmaceuticals, Inc. Through the
issue of the new shares, the share capital of the company will
increase by SEK 2,351,624.88 and at
the subscription for new shares following exercise of the warrants
of series 2020/2025, the share capital of the company may increase
by maximum SEK 1,175,812.40. The
subscription price for each new share shall be SEK 2.09 per share and the warrants are issued at
no separate option premium. Subscription can only take place
of all shares and warrants together and thus not of shares or
warrants separately. One (1) warrant entitle the warrant holder to
subscribe for one (1) new share in the company at a subscription
price of SEK 3.14 per
share during the period from and including 27 November
2020 up to and including 27 November
2025. The new shares are expected to be admitted to trading
around December 7, 2020.
Furthermore, the EGM resolved on a reverse share split and
amendment of § 5 (number of shares) of the Articles of Association.
The reverse share split will be carried out by twenty-five (25)
existing shares consolidating into one (1) new share (Sw.
sammanläggning 1:25). If a shareholders' holding of shares does
not correspond to a full number of new shares, the excessive shares
will pass to the company at the record date of the reverse share
split. Excessive shares will thereafter be sold by Aktieinvest FK
AB appointed by the company at the company's expense, whereby
concerned shareholders will receive their part of the sales
proceeds. The EGM also resolved to authorize the Board of Directors
to determine the record date for the reverse share split. The
intention is to carry out the reverse share split during
December 2020 and more detailed
information about the timetable is expected to be announced no
later than the second week in December. Following the reverse share
split, the number of shares in the company will decrease from
984,402,407 to 39,376,096. The reversed share split will result in
a change of the share's par value from SEK
0.08 to approximately SEK
2.00. The resolution on amendment of the Articles of
Association means that § 5 is amended in such way that the number
of shares shall be not less than 37,500,000 and not more than
150,000,000 (previously not less than 280,000,000 and not more than
1,120,000,000).
The EGM also resolved on a reduction of the share capital and
amendment of § 4 (share capital) of the Articles of Association.
The share capital shall be reduced by SEK
70,876,973.36. Following the reduction, the share capital
amounts to SEK 7,875,219.20,
allocated on in total 39,376,096 shares, each share with a quota
value of SEK 0.20. The reduction
amount shall be allocated to unrestricted shareholders' equity and
shall be made without retirement of shares. The reduction of
the share capital requires authorization from the Swedish Companies
Registration Office (Sw. Bolagsverket) or a court of general
jurisdiction. Provided that the required authorization is obtained,
the resolution on the reduction will be implemented in March 2021. The resolution on amendment of the
Articles of Association means that § 4 is amended in such way that
the share capital shall amount to no less than 7,500,000 Swedish
kronor (SEK) and no more than 30,000,000 Swedish kronor (SEK)
(previously no less than 22,400,000 Swedish kronor (SEK) and no
more than 89,600,000 Swedish kronor (SEK)).
Finally, the EGM resolved to authorize the Board of Directors
to, on one or several occasions during the period up to the next
Annual General Meeting, resolve on the issue of a maximum of
109,378,025 shares (corresponding to 4,375,121 shares after the
reverse share split). The issue may take place with or without a
deviation from the shareholders' preferential right and against
payment in cash or with or without provisions on contribution in
kind or set-off or any other terms. The purpose of the
authorization is to increase the company's financial flexibility
and enable acquisitions by payment of shares. The above
authorization replaces the authorization the Board of Directors was
granted at the Annual General Meeting 2020, regarding the time
after the resolution of the general meeting at this EGM.
The minutes from the extraordinary general meeting will be
available on the company's website, www.bioinvent.com.
About BioInvent
BioInvent International AB (OMXS: BINV) is a clinical stage
company that discovers and develops novel and first-in-class
immuno-modulatory antibodies for cancer therapies, with two
ongoing programs in Phase l/ll clinical trials for the
treatment of hematological cancer and solid
tumors, respectively. Two preclinical programs in solid tumors
are expected to have entered clinical trials by the end of 2020.
The company's validated, proprietary F.I.R.S.T™ technology platform
simultaneously identifies both targets and the antibodies that bind
to them, generating many promising new drug candidates to fuel the
company's own clinical development pipeline or for additional
licensing and partnering.
The company generates revenues from research collaborations and
license agreements with multiple top-tier pharmaceutical companies,
as well as from producing antibodies for third parties in the
company's fully integrated manufacturing unit. More information is
available at www.bioinvent.com.
For further information, please contact:
Martin Welschof, CEO
+46 (0)46 286 85 50
martin.welschof@bioinvent.com
BioInvent International AB (publ)
Co. Reg. No. Org nr: 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
www.bioinvent.com
This information was brought to you by Cision
http://news.cision.com
The following files are available for download:
https://mb.cision.com/Main/583/3244992/1340917.pdf
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