Bulletin from the extraordinary general meeting in Wntresearch AB on 12 December 2022 as well as update on subscription period in rights issue of units
Today, on 12 December 2022, an extraordinary general meeting was held in Wntresearch AB. The meeting was held by advance voting (postal vote) only in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes. At a subsequent board meeting, the board of directors of the company resolved to extend the subscription period in the rights issue of units that was approved by the meeting, meaning that the subscription period runs up to and including 13 January 2023.
Resolution on amendment of the Articles of Associations
The meeting resolved in accordance with the proposal from the board of directors to amend §§ 4-5 of the Articles of Association, resulting in a change of the limits for the share capital and the number of shares in the company.
Resolution on approval of the board of directors’ resolution on rights issue of units as well as update on subscription period
The meeting resolved in accordance with the proposal from the board of directors to approve the board of directors’ resolution of 8 November 2022 on a rights issue of a maximum of 133,235,987 units consisting of shares and warrants (the “Rights Issue”). Upon full subscription in the Rights Issue, the company will initially be provided with approximately SEK 40.0 million, before issue costs. Those who are registered as shareholders in the company on the record date 15 December 2022 will receive one (1) unit right per existing share. One (1) unit right entitles to subscription of one (1) unit at a subscription price of SEK 0.30 per unit, corresponding to a subscription price of SEK 0.30 per share. Each unit consists of one (1) share and one (1) warrant series TO 6 (“TO 6”). In total, the Rights Issue comprises a maximum of 133,235,987 shares and a maximum of 133,235,987 TO 6. One (1) TO 6 entitles the right to acquire one (1) new share in the company against cash consideration amounting to 70 per cent of the volume-weighted average price of the company’s share during the period 21 August 2023 – 1 September 2023, however not less than the quota value of the share (SEK 0.09) and not more than SEK 0.80.
At a subsequent board meeting, the board of directors of the company resolved to extend the subscription period in the Rights Issue, which now runs up to and including 13 January 2023 instead of 6 January 2023 as previously communicated. The new subscription period in the Rights Issue thus runs during the period 19 December 2022 – 13 January 2023. The reason for the extension of the subscription period is that the company wants to give existing shareholders and other investors more time to resolve upon participation in the Rights Issue. Trading in unit rights on Spotlight Stock Market will take place during the period 19 December 2022 – 10 January 2023 and the outcome of the Rights Issue is expected to be published by the company around 17 January 2023.
Upon full subscription of all shares that are issued in the Rights Issue, the company’s share capital will increase with a maximum of SEK 11,991,238.83. In the event all warrants series TO 6 are fully exercised for subscription of new shares in the company, the share capital will increase with an additional SEK 11,991,238.83.
Resolution on authorization for the board of directors to resolve on issue of shares and warrants
The meeting resolved in accordance with the proposal from the board of directors 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 those that have entered into guarantee undertakings in order to secure the Rights Issue (the “Guarantors”). Upon exercise of the authorization, the terms and conditions for the units shall be the same as in the Rights issue, meaning that each unit shall consist of one (1) share and one (1) warrant series TO 6, however the subscription price per unit shall correspond to the volume-weighted average share price for the company’s share on Spotlight Stock Market during the subscription period in the Rights Issue, however not lower than the subscription price in the Rights Issue. The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights are 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 pursuant to 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.
Malmö on 12 December 2022
WntResearch AB
For further information:
Pernilla Sandwall, CEO
E-mail: pernilla.sandwall@wntresearch.com
This information was submitted for publication, through the agency of the contact person set out above, on 12 December 2022 at 11.00 CET.
About Wntresearch AB
WntResearch is a biotech company in oncology that develops new therapies intended to prevent the metastatic process. The company's research is focused on studying the endogenous protein WNT5A, which in scientific studies has shown to affect tumour cells' ability to move and spread in the body. WntResearch drug candidate Foxy-5 is a peptide that mimics the function of WNT5A and is intended to reduce the mobility and spread of cancer cells thus preventing metastases from occurring. Although current cancer treatment has become more effective, there are no effective ways to prevent the onset of metastases that cause about 90 per cent of all cancer-related deaths. Foxy-5 has a unique mechanism of action and has shown a good safety profile with few side effects in two Phase I clinical trials. The safety and efficacy of Foxy-5 are now being evaluated in the ongoing Phase 2 clinical trial NeoFox, in patients with stage II-III colon cancer.
WntResearch is listed on the Spotlight Stock Market. For more information, please visit: www.wntresearch.com.
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