Extraordinary General Meeting in Cortendo AB
December 1, 2014 -- Radnor, Penn., U.S. and Göteborg, Sweden -- Cortendo AB [ticker: CORT on NOTC-A], a global biopharmaceutical company focused on orphan endocrine disorders, today held an Extraordinary General Meeting in Göteborg. Approximately 64% of the 87.4 million outstanding shares were represented at the Extraordinary General Meeting. The meeting unanimously approved all corporate proposals.
It was resolved to change the minimum and maximum share capital and number of shares in the company’s articles of association.
It was resolved to appoint Mårten Steen new member of the Board of Directors for the period until the end of the next Annual General Meeting and that remuneration to Mårten Steen shall be paid in accordance with the resolution by the Annual General Meeting 2014, in proportion to the time from the date of the Extraordinary General Meeting until the Annual General Meeting 2015.
In accordance with the Investment Agreement entered into on October 30, 2014, which was disclosed by the company through a press release on the same date, the Extraordinary General Meeting resolved to increase the company´s share capital by not more than SEK 19,315,000 through the issuance of not more than 19,315,000 new shares. The right to subscribe for the new shares were, with disapplication of the shareholders’ pre-emptive rights, granted HealthCap VI L.P. with not more than 12,500,000 shares, AP3 with not more than 4,600,000 shares, Arctic Fund Management with not more than 415,000 shares, Verdipapirfondet Storebrand Optima with not more than 800,000 shares, Storebrand Norge with not more than 800,000 shares and Storebrand Vekst with not more than 200,000 shares. The subscription price is SEK 4.22 per share to be paid in cash no later than on 3 December 2014, or such later date as the Board of Directors may decide. The purpose of the new share issue and the reasons for the disapplication of the shareholders´ pre-emptive right, are to raise working capital in addition to what can be obtained from the existing shareholders, thereby strengthening the company’s liquidity and financial position, and at the same time broaden the institutional/long term ownership in the company. Upon full subscription, the company expects to obtain proceeds of approximately SEK 81.5 million.
It was further resolved to authorize the Board of Directors to issue up to 25,500,000 new shares at one or several occasions up until the next Annual General Meeting, with disapplication of the shareholders’ pre-emptive rights. The new shares may be issued against payment in kind, payment by set-off or on other terms. A maximum of 5,000,000 out of the new shares may under certain circumstances be issued to HealthCap VI L.P. The purpose of the authorization is to raise capital in order to increase the company’s financial flexibility as well as further strengthening the long-term institutional ownership in the company.
Decisions also included approval of an incentive plan, with issues of options for management and board members. After the above share and option issues the total number of shares outstanding will be 106,708,863 and the total number of options outstanding will be 9,446,000.
About Cortendo AB
Cortendo AB is a global biopharmaceutical company incorporated in Sweden and based in the United States. The Company’s strategic focus is to be the global leader in commercializing innovative medicines for orphan endocrine disorders. Cortendo is leading the way in the field of cortisol inhibition through the investigational drug, COR-003 (levoketoconazole) currently being studied in the Phase 3 global SONICS trial for the treatment of Cushing’s syndrome. The company’s intent is to independently commercialize its Orphan/Endocrine assets in key global markets, and partner non-strategic product opportunities, such as diabetes, at relevant development stages.
Cortendo’s lead drug candidate, is being evaluated in a global Phase 3 trial for treatment of Cushing’s syndrome. COR-003 (levoketoconazole) has received orphan designation from both the European Medicines Agency (EMA) and the U.S. Food and Drug Administration (FDA).
Risk and Uncertainty
The development of pharmaceuticals carries significant risk. Failure may occur at any stage during development and commercialization due to safety or clinical efficacy issues. Delays may occur due to requirements from regulatory authorities, difficulties in recruiting patients into clinical trials due to physician or patient preferences or competing products, not anticipated by the company. There is no assurance that Cortendo will receive marketing and regulatory approvals necessary to commercialize or produce COR-003 (levoketoconazole) or other products. Regulatory approvals may be denied, delayed, limited or revoked.
The commercial success of COR-003 (levoketoconazole), if approved in a territory, cannot be predicted with certainty. In addition, Cortendo may face the risk of interrupted supply of COR-003 for clinical or commercial use from the subcontractors Cortendo has contracted.
Cortendo Forward-Looking Statements
This press release contains forward-looking statements concerning Cortendo that involve a number of risks and uncertainties. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding the Company’s future financial position, strategy, anticipated investments, costs and results, plans, projects to enhance efficiency, outcomes of products development, future capital expenditures, liquidity requirements and objectives of management for future operations, may be deemed to be forward looking statements. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward looking statements. Given these risks and uncertainties, investors should not place any undue reliance on forward-looking statements as a prediction of actual results. None of these forward-looking statements constitutes a guarantee of the future occurrence of such facts and data or of actual results. These statements are based on data, assumptions and estimates that the Company believes are reasonable. The forward-looking statements contained in this document are made only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates of any forward-looking statements contained in this press release to reflect any change in its actual results, assumptions, expectations or any change in events, factors, conditions or circumstances on which any forward looking statement contained in this press release is based.
Chief Financial Officer, Cortendo AB
Office : +1 610 254 9200
Mobile : +1 917 349 7210
E-mail : [email protected]
Cortendo AB (publ)
SE-433 21 Partille
Tel. / Fax. +46 (0)31-263010
555 East Lancaster Ave.
Radnor, PA 19087
Tel. +1 610-254-9200
Fax. +1 610-254-8005