Resolutions at the Extraordinary General Meeting in BioInvent on November 27, 2020
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.
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
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
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