Today, on 13 December 2024, an extraordinary general meeting of SynAct Pharma AB ("SynAct Pharma" or the "Company") was held in Stockholm. The general meeting resolved on three directed share issues, on a rights issue of new shares and on an authorization of the directors of the board to issue shares. A summary of the resolutions follows below.
Approval of a directed issue of new shares to certain investors
The general meeting resolved to approve the board of directors' resolution on 20 November 2024 on a directed issue of not more than 5,069,616 shares to certain investors, entailing an increase of the share capital of not more than SEK 633,702.0. For each subscribed share, SEK 8.65 shall be paid, which has been determined on arm's length negotiations between the Company and several potential major investors. Subscription of the newly issued shares shall be made by cash payment or by subscription on a subscription list within eight days from the date of the resolution to issue new shares. The investors have undertaken to subscribe for the shares.
Resolution on a directed issue of new shares to directors of the board
The general meeting resolved, in accordance with the proposal from the larger shareholder, Thomas Ringberg, on a directed issue of not more than 63,584 shares to directors of the board in accordance with the distribution below, entailing an increase of the share capital of not more than SEK 7,948.0. For each subscribed share, SEK 8.65 shall be paid, which has been determined on arm's length negotiations between the Company and several potential major investors. Subscription of the newly issued shares shall be made by cash payment or by subscription on a subscription list within eight days from the date of the resolution to issue new shares. The directors of the board have undertaken to subscribe for the shares.
| Anders Kronborg | 28,902 |
| Sten Sörensen | 5,780 |
| Jeppe Øvlesen, via his company Quantass ApS | 28,902 |
Approval of a directed issue of new shares to persons in the Company's management
The general meeting resolved to approve the board of directors' resolution on 20 November 2024 on a directed issue of not more than 57,803 shares to members in the Company's management according to the distribution below, entailing an increase in the share capital of not more than SEK 7,225.375. For each subscribed share, SEK 8.65 shall be paid, which has been determined on arm's length negotiations between the Company and several potential major investors. Subscription of the newly issued shares shall be made by cash payment or by subscription on a subscription list within eight days from the date of the resolution to issue new shares. The persons in the Company's management have undertaken to subscribe for the shares.
| Thomas Jonassen (CSO), via his company TJBiotech Holding ApS | 28,902 |
| Thomas Boesen (COO), via his company Boesen Biotech ApS | 17,341 |
| Björn Westberg (CFO), via his company BTB Consult AB | 11,560 |
Approval of a rights issue of new shares
The general meeting resolved to approve the board of directors' resolution on 20 November 2024 on a rights issue of not more than 2,294,248 shares entailing an increase in the share capital of not more than SEK 286,781.0. For each subscribed share, SEK 8.65 shall be paid, which has been determined on arm's length negotiations between the Company and several potential major investors. The subscription period for subscription with, as well as without, subscription rights, is expected to run during the period 19 December 2024 up to and including 7 January 2025.
Resolution on authorization to issue shares
The general meeting resolved to authorize the directors of the board to resolve on a new share issue to David Palm and Hunter Capital AB (publ), in connection with their respective guarantee commitments regarding the rights issue, of which the payment of the guarantee compensation shall be made in the form of newly issued shares. Such issue may amount to a maximum of 152,950 number of shares to David Palm and a maximum of 74,253 number of shares to Hunter Capital AB (publ). The subscription price shall be SEK 8.65 per share, which corresponds to the subscription price in the rights issue and the directed issues set out above. The authorization is valid until the next annual general meeting at the latest and can be used on one or more occasions.
For complete terms and conditions for the decisions as described above, please refer to the Company's website https://synactpharma.com/.