Bulletin from the extraordinary general meeting in Idogen AB
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail
Today, on January 20, 2022, an extraordinary general meeting was held in Idogen AB. At the meeting, the company's CEO Anders Karlsson gave a presentation on Idogen's status and plans for the future. The presentation will be available on Idogen's website (www.idogen.com) under the collected information about the forthcoming rights issue. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority.
Resolution on amendment of the Articles of Association
The meeting resolved in accordance with the proposal from the board of directors to amend §§ 4-5 of the Articles of Association so that the limits for the share capital and the number of shares in the company are changed.
Resolution on approval of the board of directors’ resolution on rights issue of units
The meeting resolved to approve the board of directors’ resolution of December 17, 2021 on a rights issue of a maximum of 16,478,910 units (the “Rights Issue”). Upon full subscription in the Rights Issue, the company will receive gross proceeds of approximately SEK 50.4 million before issue costs, and upon full exercise of all warrants series TO 5 issued in connection with the Rights Issue, the company may receive additional proceeds of approximately SEK 42.0 million before issue costs. Those who are registered as shareholders in the company on the record date January 25, 2022 will receive five (5) unit rights, per each existing share, and seven (7) unit rights entitle to subscription of one (1) unit. Each unit consists of three (3) new shares and six (6) warrants series TO 5. In total, the Rights Issue comprises a maximum of 49,436,730 shares and a maximum of 98,873,460 warrants series TO 5. The subscription price amounts to SEK 3.06 per unit corresponding to a subscription price of SEK 1.02 per share. The warrants are issued without consideration.
The subscription period in the Rights Issue runs during the period January 27 – February 10, 2022. Three (3) warrants series TO 5 entitle the right during the period September 15 – 29, 2022 to subscribe for one (1) new share in the company at an exercise price corresponding to eighty (80) percent of the volume-weighted average price of the company's share during the period August 29 – September 9, 2022, however, not less than SEK 0.77 and not more than SEK 1.28 per share.
Upon full subscription of all shares issued in the Rights Issue, the company’s share capital will increase by not more than SEK 34,605,711.00, and upon full exercise of all warrants series TO 5 issued in connection with the Rights Issue, the company’s share capital will, in addition, increase by not more than SEK 23,070,474.00.
Resolution on authorization for the board of directors to resolve on issues of shares and warrants
The meeting resolved in accordance with the proposal from the board of directors, in order to enable issues of units consisting of shares and warrants as guarantee compensation to those that have entered into guarantee undertakings in order to secure the Rights Issue (the “Guarantors”), to authorize the board of directors, up until the next annual general meeting, at one or several occasions, with deviation from the shareholders’ preferential rights, and with or without provisions regarding set-off or other provisions, to resolve on issues of shares and warrants to the Guarantors. Upon exercise of the authorization, the terms and conditions of the units shall be the same as in the Rights Issue meaning that each unit shall consist of three (3) shares and six (6) warrants series TO 5 and the subscription price shall amount to SEK 3.06 per unit, which corresponds SEK 1.02 per share.
The purpose of the authorization and reason for the deviation from the shareholders’ preferential rights is to be able to carry out issues of units as guarantee compensation to the Guarantors. The number of shares and warrants that may be issued through the authorization shall not exceed the total number of shares and warrants that corresponds to the agreed guarantee compensation that the company shall pay to the Guarantors.
Lund on January 20, 2022
Idogen AB (publ)
For further information, please contact:
Anders Karlsson, CEO, Idogen AB
Tel: +46 (0) 709 18 00 10
Email: anders.karlsson@idogen.com
This information was submitted for publication, through the agency of the contact person set out above, at 15:42 CET on January 20, 2022.
Certified Adviser
The Company’s Certified Adviser is Erik Penser Bank AB. Contact information: Erik Penser Bank AB, Box 7405, SE-103 91 Stockholm, phone: +46 (0) 8-463 80 00, email: certifiedadviser@penser.se.
Idogen (Nasdaq First Growth Market: IDOGEN) develops tolerogenic cell therapies to prevent the patient’s immune system from attacking biological agents, transplanted organs or the body's own cells or tissue. The company’s most advanced project, IDO 8, is designed to restore the efficacy of hemophilia drugs in patients who have developed neutralizing antibodies. The company’s second project, IDO T, is being developed to prevent kidney transplant rejection. In a third programme, IDO AID, Idogen is focused on the treatment of autoimmune diseases. The treatment for all indications is based on the patient's own cells and is expected to have a favorable safety profile and long-lasting effect. The potential for a short-term treatment intervention to yield a long-term effect is a major advantage in health economics for both patients and divisions providing care. More information about Idogen is available via www.idogen.com.