Asarina Pharma’s extraordinary general meeting

Today, on 21 January 2020, Asarina Pharma AB (publ) held an extraordinary general meeting (“EGM”) in Stockholm, Sweden. The EGM elected the chairman of the board of directors Paul de Potocki as chairman of the meeting and advokat Nina Johnsson with Fredersen Advokatbyrå to take minutes at the meeting. The EGM resolved upon, inter alia, the following resolutions, where all resolutions were in accordance with the proposals made by the board of directors or the shareholders in the company.

The board of directors

The EGM resolved that the board of directors should consist of seven board members. Before the resolution was made the board of directors consisted of six board members. Erin Gainer was elected new board member. The current board members remain in the board.

Resolution on issue authorisation

The EGM resolved to authorise the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on new issue of shares, share warrants or convertibles. The Board of Directors undertook to only use the authorization as regards issues of shares. The authorisation resolved upon is limited to 5 percent of the total amount of outstanding shares in the company as per the date of the notice. A new issue adopted in virtue of the authorisation, shall take place at market conditions and shall be carried out with a view to fulfil the company’s payment obligation towards Ergomed Plc originating from the company’s and Ergomed’s collaboration agreement.

Resolutions concerning issue and transfer of warrants to senior executive and board members in Asarina Pharma

The EGM resolved, through two separate resolutions, on the issue and transfer of warrants to a senior executive in accordance with the proposal made by the board of directors and to two board members in accordance with the proposal made by Östersjöstiftelsen.

The two resolutions entail that the company issues at most 117,000 warrants, each entitling the holder to subscribe for one new share in the company. The warrants are issued to a wholly owned subsidiary to Asarina Pharma for transfer to senior executive Sven Göthe with not more than 61,000 warrants, to board member Vidar Wendel Hansen with not more than 15,000 warrants and to newly elected board member Erin Gainer with not more than 41,000 warrants, in accordance with the proposals which were included in the notice to the EGM and which are available on the company’s website, www.asarinapharma.com.

Upon full utilization of the warrants resolved upon by the EGM, as well as the outstanding warrants of series 2018/2021, the dilution effect amounts to approximately 4.53 percent of the total amount of outstanding shares and votes in the company. The dilution effect has been calculated as the number of additional shares and votes if the warrants are fully utilized in relation to the sum of the current number of shares and votes and the number of additional shares and votes at full utilization of the warrants.

Other resolutions

The EGM resolved to authorise the chief executive officer to make minor adjustments and clarifications of the resolutions adopted by the EGM.

For further information, please contact:

Peter Nordkild, CEO, Asarina Pharma AB

Phone: +45 25 47 16 46

E-mail: peter.nordkild@asarinapharma.com

Jakob Dynnes Hansen, CFO, Asarina Pharma AB

Phone: +45 5132 3698

E-mail: jakob.dynnes@asarinapharma.com

Certified advisor

Erik Penser Bank AB

Box 7405,

103 91 Stockholm

Phone: +46 8-463 83 00

E-mail: certifiedadviser@penser.se

About Asarina Pharma

Asarina Pharma is a Swedish biotech company developing Sepranolone, the world’s first dedicated treatment for premenstrual dysphoric disorder (PMDD) and other menstrual-related conditions. Our product pipeline is built on over 40 years’ research into menstrual-related disorders like PMDD and menstrual migraine. With our new family of GAMSA compounds (GABAA Modulating Steroid Antagonists), we aim to deliver a new generation of efficacious and safe drugs for still widely untreated conditions, thereby becoming a leading women’s health company

 

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