The Board of Directors of Scandion Oncology A/S (”Scandion Oncology” or the “Company”) convenes the shareholders of Scandion Oncology to an Extraordinary General Meeting, which will be held:
Tuesday, June 11, 2019 at 11:00 AM, Fruebjergvej 3, 2100 København, Denmark
Agenda
1. Election of chairman.
2. Proposal to increase the share capital with simultaneous issue of warrants.
The total number of votes as of the date of this notice is 11,907,651.
Re 2: Proposal to increase the share capital with simultaneous issue of warrants
Overall description of the capital increase model:
The new issue consists of up to 2,381,530 units (“units”).
One (1) share in the Company entitles to one (1) unit right. Five (5) unit rights entitle to subscription of one (1) new unit. One (1) unit consists of three (3) shares and one (1) warrant.
The issue shall take place with priority for the shareholders of the Company.
The subscription price per share is set at SEK 4.10 per share, which means that the price per unit is fixed at SEK 12.30 (SEK 4.10 x 3 shares). The warrant is included with each unit without a separate payment.
Up to 7,144,590 new shares will be issued in the contemplated issue. As mentioned above, this means that there will be a maximum of 2,381,530 units. Since each unit also has one warrant attached, it means that a maximum of 2,381,530 warrants (2,381,530 units x 1) will be issued. The subscription of units shall be made in the period from 20 June 2019 through 9 July 2019 (both days including). The Board of Directors is entitled to extend the subscription and payment period.
Practical example: Person X has currently 5 shares in the Company. This means that Person X will receive 5 unit rights on the registration date for the subscription of units (14 June 2019). Person X will then have the right to subscribe 1 unit by exercising its unit rights. Each of these units consists of 3 shares and 1 warrant. This means that if Person X decides to use all of its unit rights, it will acquire 3 new shares and 1 warrant.
The warrants may be exercised in the period 10 September 2020 – 1 October 2020 (both days including) and, in addition, according to the board’s proposal, so that each warrant gives the right to subscribe one new share at a price of SEK 5.20 corresponding to a premium (up) of 26.83 percent of the subscription price of shares subscribed by exercising the units.
For the entire proposal reference is made to the proposal by the Board of Directors.
According to article 7 of the articles of association, the total number of votes/voting rights as per the day of the notice is 11,907,651.
Under section 156 (2) of the Danish Companies Act, the following documents are available on the Company’s website:
• Annual report for 2018
• Report of the Board of Directors containing information of major importance for the Company’s position which occurred after the last annual report
• Statement by the Company’s auditor on the board’s report
• Applicable articles of association of the company
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The registration date is 5 June 2019. Only those who are shareholders in the Company on this date have the right to participate in and vote at the general meeting.
In order to obtain physical 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 3 days before the general meeting, request an admission card, cf. section 7.5 of the articles of association. Such request must be made to Carit Jacques Andersen, e-mail cja@scandiononcology.com. A shareholder has also the possibility of requesting an admission card for a proxy holder that gives a physical 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 http://www.scandiononcology.com. The proxy must bring the admission card and the original form at the general meeting.
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 5 June 2019, 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 Carit Jacques Andersen, e-mail cja@scandiononcology.com
The material will only be forwarded by e-mail, and thus the e-mail address must be specified.
For further information regarding Scandion Oncology, please contact:
Nils Brünner, CEO
Phone: +45 26 14 47 08
E-mail: nb@scandiononcology.com
Scandion Oncology is a biotechnology company founded in 2017 for the purpose of addressing and tackling one of the greatest challenges in modern oncology – the effective treatment of cancer which contains drug resistant cell clones or which has developed resistance to a previously prescribed cancer-fighting drug. In preclinical animal studies, the company’s leading candidate drug, SCO-101, was found to significantly enhance the efficacy of certain standard cancer treatments when given in combination. In addition SCO-101 restores chemotherapy sensitivity in in vitro grown resistant cancer cells. Scandion Oncology will in Q4 2019 initiate a clinical phase II study with SCO-101 in combination with chemotherapy. Scandion Oncology was listed on Spotlight, Sweden in November 2018.