English

Correction: CS MEDICA A/S: Notice of Extraordinary General Meeting

Report this content

“On 20 January 2022 CS MEDICA A/S ("CS MEDICA" or the "Company") sent out a press release to convene an extraordinary general meeting to be held 3 February 2022 at 17:00. The press release lacked more detailed information about (i) the nature of the warrants which the board of directors proposes that the Company shall issue, and (ii) a more detailed presentation of the proposed new board member.  Consequently, this press release is sent out to correct the press release sent out 20 January 2022. Finally, the press release sent out 20 January 2022 was wrongly marked under the Swedish Securities Markets Act (2007:528).”

Due to the COVID-19 situation the board of directors urges that no shareholder attends the general meeting physically but instead issues a power of attorney to the board of directors, vote by correspondence or participates in the general meeting through Microsoft Teams

Registration
The registration date is 27 January 2022. Only those who are shareholders on this date have the right to participate and vote at the extraordinary general meeting.

In order to obtain access to the general meeting and thus to be able to participate in and vote at the general meeting, a shareholder must, no later than 2 days before the general meeting, request an admission card, cf. section 5.9 of the articles of association. Such request must be made to Elisabeth Bernhardt Jensen, e-mail ebj@cs-medica.com. The request must be received no later than 1. February 2022, at 11.59 PM (CET). A shareholder has also the possibility of requesting an admission card for a proxy holder who attends the general meeting by meeting on behalf of the shareholder. The request must be made according to the above guidelines. The shareholder must fill in and sign the proxy and postal voting form, enclosed as schedule 1 and which also can be found on the Company's website www.cs-medica.com. The proxy must bring the admission card and the original form at the general meeting.

Participation
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register. Such registration must be duly effected in the share register on 27 January 2022, and the shareholders must therefore advise their nominees well in advance of such date.

The shareholders have the right to ask questions in relation to the issues on the agenda to be discussed at the general meeting. The questions can be made in writing before the general meeting or at the general meeting. The answer will - with the limitations that follow from the legislation - if possible be made at the general meeting or be made available to the shareholders no later than two weeks after the general meeting.

All material mentioned in this notice can be obtained from Elisabeth Bernhardt Jensen, e-mail ebj@cs-medica.com. The material will only be forwarded by e-mail, and thus the e-mail address must be specified.

Proposed agenda

  1. Election of chairman of the meeting
  2. Proposal to issue up to 798,000 incentive/bonus warrants to newly hired sales employees
  3. Proposal to issue up to 600,000 incentive warrants to Diaz Capital Invest AB or companies / persons related to Diaz Capital Invest AB, including its investor network
  4. Proposal to make a cash capital increase (direct issue) of 100,000 shares at a price of DKK 8.50 per share without pre-emption right for the existing shareholders.
  5. Proposal to elect Alexandra Fever as a new board member.

The total number of votes as of the date of this notice is 10,902,000.

2. Proposal to issue up to 798,000 incentive/bonus warrants to newly hired sales employees
Proposal to issue up to 173,000 (i) incentive warrants to two newly hired sales employees which give the right to subscribe up to 173,000 shares equal to nominally DKK 11,245 shares. Each incentives warrant confers the right to subscribe for one share in the Company of a nominal value of DKK 0.065 against payment of DKK 7.70 with an annual increase of ten (10.00) percent each year from 1th February 2022.

Proposal to issue up to 625,000 (ii) bonus warrants to the above-mentioned two newly hired sales employees which give the right to subscribe up to 625,000 shares equal to nominally DKK 40,625 shares. Each bonus warrant confers the right to subscribe for one share in the Company of a nominal value of DKK 0.065 against payment of DKK 0.065.

Only warrants that have vested can be exercised. Vesting is conditional on the employee’s employment has not been terminated. Vesting of the incentive warrant depend on (i) time, wereas vesting of the bonus warrants depends on (ii) fulfillment of KPIs;

  1. The incentive warrants
    The incentive warrants become eligible for exercise with 1/36 per month from the 1 February 2022.
     
  2. The bonus warrants
    The bonus warrants vest and become eligible for exercise based on the achievement of predefined KPIs relating to the actual turnover measured against the budgeted turnover for the financial year.
  • 50% of the KPIs which can be earned relate to the CS MEDICA group’s actual turnover compared with the expected turnover that has most recently been reported to the market (called the collective bonus).
  • 50% of the KPIs which can be earned relate to that part of the CS MEDICA group’s turnover generated by the employee in question compared with the sales target for the employee in question (called the individual bonus).

    In case of full achievement of the predefined KPIs each employee can maximum earn a bonus amount for one financial year equal to 3 months’ salary for the employee. In case of partial KPI achievement, a proportionate share of 3 months’ salary is earned. The value of the number of warrants which can be exercised is equal to the bonus amount which has been earned. Consequently, the number of warrants which can be exercised depends on the Company’s stock price at the time of exercise[1].

Warrants which have vested can be exercised:

  1. The incentive warrants 
    The incentive warrants can be exercised during the period 1 January 2024 – 31 December 2027.
     
  2. The bonus warrants
    1/3 of the bonus warrants can be exercised after the end of each of the financial years 2021/2022, 2022/2023 and 2023/2024, respectively. The exercise can take place during a period of 3 (three) weeks from the publication of the Company's annual report for each of the above-mentioned financial years.

    All warrants can be exercised in connection with an exit.

The granting of warrants shall not be subject to any payment by the Warrant holder. The complete terms of the warrants and subscription hereof can be found in a schedule to the Company ́s articles of association.

3. Proposal to issue up to 600,000 incentive warrants to Diaz Capital Invest AB or companies / persons related to Diaz Capital Invest AB, including its investor network
The Company contemplates to hire Diaz Capital Invest AB to provide investor relation services to the Company under an investor relation services agreement (the “IR Agreement”). The term of the IR Agreement is until 31 December 2023.

Diaz Capital Invest AB will be remunerated for its services by receiving:

  1. Remuneration under the IR Agreement, based on the fulfilment of certain KPI’s defined in the IR Agreement.; and
  1. The warrants, comprised by the proposal in this item 3 of the agenda. The warrants can be subscribed by Diaz Capital Invest AB or companies / persons related to Diaz Capital Invest AB, including its investor network (jointly referred to as “Diaz”).

In turn, Diaz has indicated that it – shortly following the extraordinary general meeting which is convened by this notice – will invest DKK 850,000 in the Company by subscribing new shares, see the proposal under item 4 of the agenda.

Consequently, the board of directors proposes to issue up to 600,000 incentive warrants to Diaz which give the right to subscribe up to 600,000 shares equal to nominally DKK 39,000 shares.

Each warrant confers the right to subscribe for one share in the Company of a nominal value of DKK 0.065 against payment of:

  1. Portion 1 warrants (i.e. 350,000 warrants): DKK 10,3 and
  2. Portion 2 warrants (i.e. 250,000 warrants): DKK 31,5. 

Only warrants that have vested can be exercised. Vesting is conditional on that the IR Agreement has not been terminated.
The vesting depends on fulfillment of KPIs.

  1. Portion 1 warrants (350,000 warrants): Are vested when the share price is at DKK 10.3.
  2. Portion 2 warrants (250,000 warrants): Are vested when the share price is at DKK 31.50 (however, at the earliest 1th January 2023).

Warrants which have vested can be exercised:

  1. Portion 1 warrants (350,000 warrants): During the period July 18th - August 17th 2022.
  2. Portion 2 warrants (250,000 warrants): During the period September 18th - October 17th 2023.

The granting of warrants shall not be subject to any payment by the Warrant holder. The complete terms of the warrants and subscription hereof can be found in schedule 3 to the Company ́s articles of association.

4. Proposal to make a cash capital increase (direct issue) of 100,000 shares at a price of DKK 8.50 without pre-emption right for the existing shareholders
Proposal to make a cash capital increase of 100,000 shares at a price of DKK 8.50 per share without pre-emption right for the existing shareholders. The capital increase can be subscribed by Diaz Capital Invest AB or companies / persons related to Diaz Capital Invest AB, including its investor network after signing the above-mentioned IR Agreement based on KPI’s set in the IR Agreement.

The subscription price of DKK 8.50 per share has been determined based on negation between the Company and Diaz Capital Invest AB.

The issue costs relating to the capital increase is expected to be approximately DKK 30,000.

5. Proposal to elect Alexandre Fever as a new board member
The board of directors proposes that Alexandre Fever is elected as a new board member. Alexandre Fever has a background within marketing and science from the pharmaceutical world. Below is an extract from Alexandre Fever’s CV:

GLOBAL MARKETING (LEO Pharma, AbbVie, Novartis, Galderma, Laboratoires Servier)

  • Developed Strategic & Operational Plans with Tactical and Implementation Guidance through close Global - Local collaboration
  • Established Commercial Excellence & Launch Readiness for Biologics & Small Molecules in Derma, Immuno & Orphan Diseases - Built market for Orphan Diseases: Raised Disease Awareness, developed Centers of Excellence and accelerated Patient Referral - Created long-standing partnership and collaboration with Dermatology, Immunology and Allergology KOLs worldwide.
  • Ensured patient centricity while successfully met business objectives

TEAM LEADERSHIP (LEO Pharma, Galderma)

  • Built committed, performant teams with genuine team culture, through direct & matrix reporting across functions and geographies
  • Strengthened cross-functional cohesion through synergistic and durable collaboration with Medical, Access, R&D / BD & Operations - Described by colleagues as trustful, authentic, inspiring, collaborative, culturally sensitive leader - achiever with interpersonal skills

AFFILIATE OPERATIONS in USA and France (Galderma)

  • Launched key strategic brands in Medical Dermatology & Immunology: Psoriasis, Eczema / Atopic Dermatitis, Acne, Mycoses - Repositioned Rx brands’ portfolios, optimized promotion and succeeded in strategic Rx - OTC brand switches

DIGITAL (LEO, AbbVie, Novartis)

  • Transformed communication, education and brand promotion from conventional channels to digital.

     

CS MEDICA A/S
On behalf of the board of directors
Jørgen Flemming Ladefoged, chairman

[1] Example (for illustrative purposes only): If one employee during all three financial years earns his/her maximum yearly bonus of DKK 300,000 (i.e. DKK 900,000 in total), the employee will in total be entitled to exercise 90,588.83 warrants (based on the assumption that the share price is DKK 10 at the times of exercise).

For more information about CS MEDICA, please contact:
Lone Henriksen, CEO
Phone: + (45) 71 20 30 47
Email: lh@galaxapharma.com
Website: https://www.cs-medica.com/

CS MEDICA A/S is a Danish medico cannabis company founded in 2011. CS MEDICA is committed to developing, manufacturing, and commercializing over-the-counter (OTC) medical device products containing cannabinoids. The Company runs its business through the two fully-owned subsidiaries, Galaxa Pharma A/S (distributor and representative of foreign manufacturers in the Nordic, registered medical device product distributor) and CanNordic A/S (Medical device developer and seller (BtB), registered medical device product manufacturer). CS MEDICA distributes products across the European borders and is headquartered in Copenhagen, Denmark.

The company is listed on Spotlight Stock Market in Stockholm (symbol: “CSMED”). For more information about CS MEDICA cs-medica.com.

Tags:

EGM CS MEDICA

Subscribe

Documents & Links