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Press Release

FIT Biotech Oy: Resolutions of FIT Biotech Oy's Extraordinary General Meeting on September 15, 2016

FIT Biotech Oy
Posted on: 15 Sep 16


Company release September 15, 2016 at 12.40 EET

Resolutions of FIT Biotech Oy's Extraordinary General Meeting on September 15, 2016

Background

On August 25, 2016 FIT Biotech Oy (the "Company") announced that it had agreed on a financing transaction of EUR 12,480,000 with Bracknor Investment ("Bracknor") and intends to implement a financing transaction of EUR 500,000 with the Finnish Innovation Fund Sitra ("Sitra").

The financing transaction with Bracknor concerns a Convertible Notes with Warrants Funding Programme of up to EUR 12,480,000 and the financing transaction with Sitra a EUR 500.000 Convertible Notes and Warrants Funding Programme with a corresponding content. The financing transactions have been described in more detail in the company release published by the Company on August 25, 2016.

The implementation of the financing transactions was conditional, e.g. upon the Company's extraordinary general meeting granting the board of directors requisite authorisations in order to implement the transactions.

The Company's extraordinary general meeting has made today the following decisions:

1.    Approval of the funding programme between the Company and Bracknor and authorising the board of directors to decide on the issuance of shares as well as on the granting of options and other special rights entitling to shares

The general meeting decided to approve the funding programme between the Company and Bracknor, authorise the board of directors to take all measures required by the implementation of the programme including the approval of the terms and conditions of the convertible notes and warrants and authorise the board of directors to decide on the issuance of shares and the granting of options and other special rights entitling to shares in accordance with the proposal of the board of directors.

The general meeting decided to authorise the board of directors to decide on the granting of options and other special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act (624/2006, as amended) in one or more tranches for the purpose of implementing the funding programme.

The number of new and/or shares held by the Company that may be issued on the basis of the special rights entitling to shares can be no more than 110,000,000 K shares, which corresponds to approximately 398% of the Company's current shares and votes. The board of directors is entitled to decide on all other terms and conditions for granting special rights entitling to shares, and the granting of such rights can be carried out as a directed issue in deviation from the shareholders' pre-emptive subscription right in accordance with the Companies Act. The board of directors is also authorised to amend the terms of the special rights after the issuance of such rights.

The authorisation will be valid until further notice in order to be able to execute the programme in its entirety.  The authorisation will not revoke any prior authorisations granted to the board of directors.

2.    Authorising the board of directors to decide on directed share issues without payment to the Company itself

The general meeting decided to authorise the board of directors to decide, in deviation from the shareholders' pre-emptive subscription right, on directed share issues without payment to the Company itself for the purpose of the Company being able to transfer such treasury shares in order to implement the funding programme. A maximum of 110,000,000 K shares may be issued based on the authorisation. The board of directors may decide on all other terms and conditions related to the share issues.

The authorisation will be valid until further notice in order to be able to execute the programme in its entirety. The authorisation will not revoke any prior authorisations granted to the board of directors.

3.    Authorising the board of directors to decide on the granting of options and other special rights entitling to shares

The general meeting decided to authorise the board of directors to decide on the granting of options and other special rights entitling to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act (624/2006, as amended) in one or more tranches. The board of directors may use the authorisation for measures required to ensure the sufficiency of the Company's working capital and e.g. for implementing a possible convertible notes with warrants funding programme of EUR 500,000 between the Company and Sitra. It was noted that if the Company pays Sitra a commitment fee of an amount corresponding to that paid to Bracknor, i.e. 4% of the amount of the programme (EUR 20,000) and Sitra uses the commitment fee to subscribe for a corresponding amount of convertible notes in accordance with the programme, the Company's board of directors considers using the authorisations granted by the annual general meeting on April 8, 2016 for this purpose.

The number of new and/or shares held by the Company that may be issued on the basis of special rights entitling to shares can be no more than 2,000,000 K shares, which corresponds to approximately 7% of the Company's current shares and votes.

The board of directors is entitled to decide on all other terms and conditions for granting special rights entitling to shares, and the granting of such rights can be carried out as a directed issue in deviation from the shareholders' pre-emptive subscription right in accordance with the Companies Act. The board of directors is also authorised to amend the terms of the special rights after the issuance of such rights.

The authorisation will be valid until further notice and will not revoke any prior authorisations granted to the board of directors.

Minutes of the extraordinary general meeting

The minutes of the extraordinary general meeting will be published on FIT Biotech's website as of September 29, 2016, at the latest.


FIT BIOTECH OY

Board of Directors

For further information:
Chairman of the Board of Directors Juha Vapaavuori
E-mail: juha.vapaavuori@fitbiotech.com
Tel: +358 50 372 0824

Certified Advisor: Aalto Capital Partners Oy, tel. +358 40 587 7000

About FIT Biotech
FIT Biotech Oy is a biotechnology company established in 1995. The company develops and licenses its patented GTU® (Gene Transport Unit) vector technology for new-generation medical treatments. GTU® is a gene transport technology that meets an important medical challenge in the usability of gene therapy and DNA vaccines.

FIT Biotech applies GTU® technology in its drug development programmes. Application areas include cancer (gene therapy) and infectious diseases such as HIV and tuberculosis, as well as animal vaccines.

FIT Biotech K shares are listed on the First North Finland marketplace maintained by Nasdaq Helsinki Oy.

DISTRIBUTION:
NASDAQ OMX Helsinki
Principal media

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: FIT Biotech Oy via GlobeNewswire
HUG#2042341
GlobeNewswire
globenewswire.com

Last updated on: 16/09/2016

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