Pratteln, Switzerland, November 29, 2022 – Santhera Pharmaceuticals (SIX: SANN) announces that its shareholders have approved all proposals by the Board of Directors at the Extraordinary General Meeting (EGM) held today at the Company’s domicile in Pratteln, Switzerland. In total, 18,776,400 shares equaling 25.5% of the Company’s share capital were represented.
“With regulatory filings for vamorolone now submitted to the US FDA and European CHMP, the approval of an ordinary capital increase and the increase of authorized and conditional capitals by the shareholders provides the flexibility for management and Board to continue our diligent evaluation of all strategic options,” said Thomas Meier, PhD, Chairman of the Board.
The shareholders’ approvals included:
- Ordinary capital increase by up to CHF 400,000.00 to up to CHF 1,137,213.74 by issuing up to 40,000,000 fully paid-in registered shares with a par value of CHF 0.01 each.
- Increase of authorized capital by CHF 100,000.00 (currently CHF 368,606.87) and its extension until November 28, 2024.
- Increase of conditional capital for financings by CHF 100,000.00 (currently CHF 313,746.64).
- Approval of total maximum variable compensation of CHF 2,500,000 for the members of the Executive Management (incl. employer contributions to social security).
If the ordinary capital increase is not consummated within three months after this EGM (i.e., on February 28, 2023), the resolution with respect to motion 1 of the EGM will lapse by operation of law. If at said date, the ordinary share capital has not been increased by at least CHF 200,000.00, the resolutions with respect to motions 2 and 3 of the EGM will lapse by operation of law.
With their approval of all proposed capital increases at today’s EGM, Santhera’s shareholders have given the Company a flexible financing instrument and enabled the Board of Directors to issue new shares for financing purposes and to enter into equity or equity-based financings or re-financings, all at a moment favorable to Santhera and complementary to potential non-dilutive funding arrangements.
The agenda with full details on all motions can be viewed here, where the minutes of this EGM will also be available from the end of next week.
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical company focused on the development and commercialization of innovative medicines for rare neuromuscular and pulmonary diseases with high unmet medical need. The Company has an exclusive license for all indications worldwide to vamorolone, a dissociative steroid with novel mode of action, which was investigated in a pivotal study in patients with Duchenne muscular dystrophy as an alternative to standard corticosteroids. Santhera has submitted a new drug application (NDA) to the U.S. FDA and a marketing authorization application (MAA) to the European Medicines Agency (EMA) for vamorolone for the treatment of DMD. The clinical stage pipeline also includes lonodelestat to treat cystic fibrosis (CF) and other neutrophilic pulmonary diseases. Santhera out-licensed rights to its first approved product, Raxone® (idebenone), outside North America and France for the treatment of Leber’s hereditary optic neuropathy (LHON) to Chiesi Group. For further information, please visit www.santhera.com.
Raxone® is a trademark of Santhera Pharmaceuticals.
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Disclaimer / Forward-looking statements
This communication does not constitute an offer or invitation to subscribe for or purchase any securities of Santhera Pharmaceuticals Holding AG. This publication may contain certain forward-looking statements concerning the Company and its business. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from those expressed or implied by such statements. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. The Company disclaims any obligation to update these forward-looking statements.
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