Ad hoc announcement pursuant to Art. 53 LR
Pratteln, Switzerland, November 4, 2022 – Santhera Pharmaceuticals (SIX: SANN) offers an replace on its actions and is calling an Extraordinary General Meeting (EGM), which will be held on November 29, 2022, at 10:30 hrs on the domicile of the Company. At the EGM, Santhera seeks authorization for extra funding to allow continued pipeline growth and preparations for the commercialization of vamorolone.
Funding Outlook
As introduced earlier, the first operational focus of Santhera in 2022 continues to be the development of the regulatory submissions for vamorolone within the U.S. and the EU in the direction of approval. In parallel, the Company plans to advance operational preparations for product launches anticipated for 2023 in each areas.
In order to make sure the execution of the Company’s plans to mid-2023, when approval of vamorolone for DMD within the U.S. is anticipated on the earliest, Santhera will want to safe extra funds. Santhera is pursuing strategic choices together with however not restricted to non-dilutive funding within the type of out-licensing agreements and/or the monetization of property and, in parallel, can also be evaluating debt financing, royalty financing, standby fairness distribution settlement or, relying on market circumstances, equity-based funding.
Santhera nonetheless has treasury shares, conditional and approved capital from previous authorizations by shareholders which can be found for future placement, topic to market circumstances. This, together with money balances of CHF 12.7 million (at June 30, 2022), the current drawdown from the Highbridge facility and remaining services, is anticipated to present a liquidity runway into Q1-2023.
In order to have the pliability to elevate extra capital, Santhera is looking for the current extraordinary assembly of shareholders and proposes to its shareholders an bizarre share capital enhance as described under, which might enable Santhera to safe extra equity-based financing.
On the Agenda Items and Proposals
Santhera proposes to the shareholders an bizarre capital enhance in respect of up to 40 million shares to enable for a possible financing or refinancing in Q1-2023 at quick discover. At the identical time, Santhera proposes a rise of its approved share capital and its conditional share capital for financings to allow its Board to enter into fairness or equity-based financings or re-financings at a second favorable to the Company.
It is at the moment unsure whether or not Santhera will consummate a financing primarily based on the bizarre capital enhance (if permitted by shareholders) inside the statutory three-month time window. Also, Santhera has not selected the construction of any such financing. For occasion, such financing could possibly be in a transaction kind on the exclusion of shareholders’ subscription rights, e.g., a PIPE (Private Investment in Public Equity) or an ABB (accelerated ebook constructing). It may be within the type of a rights providing that will enable all eligible shareholders to take part.
Agenda Items
The BoD proposes:
- Ordinary capital enhance by up to CHF 400,000.00 to up to CHF 1,137,213.74 by issuing up to 40,000,000 totally paid-in registered shares with a par worth of CHF 0.01 every.
- Increase of approved capital by CHF 100,000.00 (at the moment CHF 368,606.87) and its extension till November 28, 2024.
- Increase of conditional capital for financings by CHF 100,000.00 (at the moment CHF 313,746.64).
- Approval of complete most variable compensation of CHF 2,500,000 for the members of the Executive Management (incl. employer contributions to social safety).
The figures above (motions 1 to 3) don’t replicate any share issuances from approved or conditional capital that will happen earlier than the EGM. If the bizarre capital enhance is just not consummated inside three months after this EGM (i.e., on February 28, 2023), the decision with respect to movement 1 of the EGM will lapse by operation of legislation. If at mentioned date, the bizarre share capital has not been elevated by at the very least CHF 200,000.00, the resolutions with respect to motions 2 and three of the EGM will lapse by operation of legislation.
The variable compensation (movement 4) will probably be efficiency and time primarily based; it is not going to be paid out instantly however provided that and when efficiency standards, which will probably be set by the Board, are met. The Board will, at its discretion, pay such compensation supposed to retain Executive Management, relying on the monetary situation of Santhera and the supply of shares (e.g., from approved or conditional capital or treasury shares) (i) in money, (ii) in fairness devices, resembling choices or efficiency share models, or (iii) a mixture of money and fairness devices.
Invitation and agenda objects for the EGM
The invitation with agenda objects and explanations for the Extraordinary General Meeting may be considered on Santhera’s web site at https://www.santhera.com/investors-and-media/investor-toolbox/share- bondholder-meetings.
COVID-19
Due to the extraordinary circumstances and in accordance with the relevant Covid-19 laws, shareholders might train their rights on the EGM completely by way of the impartial proxy. There is not any risk to attend the EGM in individual.
About Santhera
Santhera Pharmaceuticals (SIX: SANN) is a Swiss specialty pharmaceutical firm centered on the event and commercialization of modern medicines for uncommon neuromuscular and pulmonary illnesses with excessive unmet medical want. The Company has an unique license for all indications worldwide to vamorolone, a dissociative steroid with novel mode of motion, which was investigated in a pivotal examine in sufferers with Duchenne muscular dystrophy as a substitute to normal corticosteroids. Santhera has submitted a brand new drug software (NDA) to the U.S. FDA and a advertising authorization software (MAA) to the European Medicines Agency (EMA) for vamorolone for the remedy of DMD. The medical stage pipeline additionally consists of lonodelestat to deal with cystic fibrosis (CF) and different neutrophilic pulmonary illnesses. Santhera out-licensed rights to its first permitted product, Raxone® (idebenone), outdoors North America and France for the remedy of Leber’s hereditary optic neuropathy (LHON) to Chiesi Group. For additional data, please go to www.santhera.com.
Raxone® is a trademark of Santhera Pharmaceuticals.
For additional data please contact:
[email protected] or
Eva Kalias, Head Investor Relations & Communications
Phone: +41 79 875 27 80
[email protected]
Disclaimer / Forward-looking statements
This communication doesn’t represent a suggestion or invitation to subscribe for or buy any securities of Santhera Pharmaceuticals Holding AG. This publication might include sure forward-looking statements regarding the Company and its business. Such statements contain sure dangers, uncertainties and different elements which may trigger the precise outcomes, monetary situation, efficiency or achievements of the Company to be materially completely different from these expressed or implied by such statements. Readers ought to subsequently not place undue reliance on these statements, notably not in reference to any contract or funding choice. The Company disclaims any obligation to replace these forward-looking statements.
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