Bulletin from the extraordinary general meeting in Wntresearch AB on 22 December 2023
Today, on 22 December 2023, an extraordinary general meeting was held in Wntresearch AB. A summary of the adopted resolutions follows below.
Resolution on reduction of the share capital for loss coverage
The meeting resolved in accordance with the proposal from the board of directors to reduce the share capital with SEK 8,000,000 for loss coverage, without withdrawal of shares. Through the resolution, the share capital is reduced from SEK 36,087,068.61 to SEK 28,087,068.61, whereby the share’s quota value is reduced from SEK 0.09 to approximately SEK 0.07.
Resolution on amendment of the Articles of Associations
The meeting resolved in accordance with the proposal from the board of directors to amend § 4 of the Articles of Association, resulting in a change of the limits for the share capital of the company.
Resolution on reduction of the share capital for allocation to unrestricted equity
The meeting resolved in accordance with the proposal from the board of directors to reduce the share capital with SEK 12,048,371.45 for allocation to unrestricted equity, without withdrawal of shares, in order to improve the relation between the share capital and the unrestricted equity. Through the resolution, the share capital is reduced with SEK 12,048,371.45 to SEK 16,038,697.16, whereby the share’s quota value is reduced from approximately SEK 0.07 to SEK 0.04.
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
The meeting resolved in accordance with the proposal from the board of directors to approve the board of directors’ resolution of 20 November 2023 on a rights issue of a maximum of 200,483,714 units consisting of shares and warrants (the “Rights Issue”). Upon full subscription in the Rights Issue, the company will be provided with approximately SEK 56 million, before issue costs. Those who are registered as shareholders in the company on the record date 11 January 2024 will receive one (1) unit right per existing share. Two (2) unit rights entitle to subscription of one (1) unit at a subscription price of SEK 0.28 per unit, corresponding to a subscription price of SEK 0.07 per share. Each unit consists of four (4) shares, one (1) warrant series TO 7 (“TO 7”) and one (1) warrant series TO 8 (“TO 8”). In total, the Rights Issue comprises a maximum of 801,934,856 shares, a maximum of 200,483,714 TO 7 and a maximum of 200,483,714 TO 8. The subscription period in the Rights Issue runs during the period 15–29 January 2024.
One (1) TO 7 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 16–29 October 2024, however not less than the quota value of the share and not more than SEK 0.12. Subscription of shares by exercise of TO 7 will take place during the period 4–18 November 2024. One (1) TO 8 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 14–27 March 2025, however not less than the quota value and not more than SEK 0.12. Subscription of shares by exercise of TO 8 will take place during the period 2–16 April 2025.
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 32,077,394.24. Furthermore, the share capital will increase with a maximum of SEK 8,019,348.56 in the event all warrants series TO 7 are fully exercised and with a maximum of SEK 8,019,348.56 in the event all warrants series TO 8 are fully exercised. The above calculations are based on the share’s quota value after the share capital decreases resolved by the meeting.
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 four (4) shares, one (1) warrant series TO 7 and one (1) warrant series TO 8, 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 (i.e. during the period 15-29 January 2024) multiplied by four (4), 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 22 December 2023
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 22 December 2023 at 14.00 CET.
About WntResearch
WntResearch is an oncology biotech company that develops new therapies to counteract the development of cancer metastases. The company's research is focused on studying the endogenous protein WNT5A, which has been shown in scientific studies to affect the ability of tumor cells to move and spread in the body. WntResearch's drug candidate Foxy-5 is a peptide that mimics the function of WNT5A with the aim of reducing the mobility and spread of cancer cells and thereby preventing metastases from occurring. Although today's cancer treatment has become more effective, there are no effective ways to prevent the occurrence of metastases that cause about 90 percent 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 clinical phase I studies. The safety and efficacy of Foxy-5 is now being evaluated in the ongoing Phase 2 clinical trial NeoFox in patients with stage II-III colon cancer.
WntResearch's registered office is in Malmö and the company is listed on Spotlight Stock Market. For more information see: www.wntresearch.com