Resolutions on new share issues by Extraordinary General Meeting and Board of Directors of Cortendo AB
February 3, 2015 -- 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 57% of the 106.7 million outstanding shares were represented at the Extraordinary General Meeting. The meeting unanimously approved all resolutions.
In accordance with the Board of Directors’ proposal, the Extraordinary General Meeting resolved to increase the company´s share capital through the issuance of up to 26 871 859 new shares. In addition, the Board of Directors immediately thereafter resolved, based on the authorization granted by the company’s Extraordinary General Meeting on December 1, 2014, to further increase the company´s share capital through the issuance of up to 25 500 000 new shares.
In total, the share issues will result in an increase of the share capital of up to SEK 52 371 859 by the issuance of up to 52 371 859 new shares. The right to subscribe for the new shares were, with disapplication of the shareholders´ pre-emptive rights and in accordance with the agreements entered into regarding the private placement announced on 13 January 2015, granted RA Capital Healthcare Fund LP, Blackwell Partners LLC (RA Capital), Growth Equities Opportunity Fund III LLC (NEA), HealthCap VI L.P and Broadfin Capital. Subscription for the new shares shall be made on separate subscription lists no later than on 10 February 2015, or such later date as the Board of Directors may decide. The subscription price is SEK 4.22 per share to be paid in cash no later than on 10 February 2015, or such later date as the Board of Directors may decide. Upon full subscription, the company expects to obtain proceeds of approximately SEK 221 million and the new shares will result in a total dilution of up to approximately 32.9 percent of the share capital.
About Cortendo AB
Cortendo AB is a global biopharmaceutical company incorporated in Sweden and based in the United States. The Company’s initial 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 endogenous 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). The Company’s intent is to independently commercialize its Orphan/Endocrine assets in key global markets.
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
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E-mail : [email protected]
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E-mail : [email protected]
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