Scandion Oncology A/S: Scandion Oncology - Notice convening an Extraordinary General Meeting
The board of directors hereby give notice of an extraordinary general meeting
in:
Scandion Oncology A/SCVR-no. 38613391(the "Company")
Friday, October 28, 2022, at 11 am (CET), at the Company's address,
Fruebjergvej 3, 2100 Copenhagen, Denmark.
Agenda of the extraordinary general meeting:
1. Election of chairman of the meeting
2. Election of an additional member of the board of directors
3. Proposal to authorize the board of directors to issue shares with pre
-emptive rights for the Company's existing shareholders
4. Proposal to authorize the board of directors to issue shares without pre
-emptive rights for the Company's existing shareholders
The general meeting will be conducted in English.
Preface
At the EGM we are asking our shareholders for the following decisions:- Elect Dr. Nils Brünner to the Board of Directors. Dr. Brünner is an
experienced oncologist and a founder of Scandion Oncology. His particular
field of expertise is cancer drug resistance. He brings knowledge and
experience that will further strengthen the board. A detailed resumé is
available in the enclosed schedule 3.
- Authorize the Board of Directors to issue new shares at some point in
raises in the short term. Scandion Oncology is funded into 2024, which means
that new funding will be needed in 2023. Having the authorizations will enable
the Company to better engage in discussions with potential institutional
investors and partners to possibly attract additional funding when needed and
opportunities arises. We are asking separately for authorizations both for a
directed issue and for a rights issue.
Based on the challenging funding situation in the overall market, and
specifically in biotech, we are actively looking at all possibilities to
extend our current cash runway even further into 2024. This means looking for
opportunities to rationalize our operations and reduce costs.
Our main focus remains on CORIST, where we have just enrolled the first
patient in part 3 of the study. In part 3, we aim to increase the doses of
both SCO-101 and FOLFIRI chemotherapy using a modified dosing schedule, and
thereby boost the activity of the combination in advanced cancer patients. In
addition to this we will accelerate our work to determine the potential of SCO
-101 in combination with Immuno-oncology.
Finally, we have - based on feedback from shareholders - decided to take steps
to ensure more open and responsive communication with our shareholders.
More details to each of the agenda items can be found in schedule 1: Full
wording of the proposals in relation to the agenda.
Share capital and voting rights of the shareholders
The Company's nominal share capital is DKK 2,991,962.4420, divided into shares
of DKK 0.0735 each or multiples thereof. Each share of the nominal value of
DKK 0.0735 carries one vote. The total number of votes as of the date of this
notice is thus 40,706,972.
Attendance and casting of votes at the general meeting
A shareholder's right to attend the general meeting and to vote on their
shares is determined on the basis of the shares held by the shareholder at the
date of registration.
The date of registration is October 21, 2022 ("Date of Registration").
Only shareholders in the Company as at the Date of Registration have the right
to attend the extraordinary general meeting and vote on their shares.
The shares held by each shareholder at the Date of Registration are calculated
based on the registration of the number of shares held by the shareholder in
the Company's register of shareholders as well as any notification of
ownership received by the Company on or before the Date of Registration for
the purpose of registration in the Company's register of shareholders, but
which as at the Date of Registration had not yet been registered.
Any sale or purchase of shares in the Company taking place after the Date of
Registration and until the date of the general meeting will not affect the
voting rights at the general meeting or any postal votes.
Admission Card, Proxy and Postal Voting
In order to attend the general meeting, a shareholder must request an
admission card no later than October 24, 2022, 11.59 p.m. (CET). The request
shall be made to the Company, e-mail: gm@scandiononcology.com.
All shareholders are entitled to attend the general meeting by proxy. If a
shareholder wishes to attend by proxy, the shareholder will need to request an
admission card for the proxy holder as set out above and fill out a written
and dated instrument of proxy. The proxy holder must be able to present the
admission card and the written and dated instrument of proxy at the general
meeting.
Proxies may be submitted in writing by using the written proxy form attached
to this notice as schedule 4 and which can also be found on the Company's
website www.scandiononcology.com. The Company requests that signed forms are
received by the Company at the address Fruebjergvej 3, DK-2100 Copenhagen or
by e-mail to: gm@scandiononcology.comno later than October 26, 2022 at 11.59
p.m. (CET). Proxies received after this date cannot be expected to have been
received at the general meeting.
A shareholder may also choose to make use of postal vote instead of attending
the extraordinary general meeting in person.
Postal votes may be submitted in writing by using the postal voting form
attached to this notice as schedule 4 and which also can be found on the
Company's website www.scandiononcology.com. A completed and signed form must
be received by the Company at the address Fruebjergvej 3, DK-2100 Copenhagen,
or by e-mail to: gm@scandiononcology.comno later than October 26, 2022 at
11.59 p.m. (CET).
Postal votes can also be submitted electronically via a link that can be found
on the Company's website www.scandiononcology.com. Electronic postal votes
must likewise be received by the Company no later than October 26, 2022 at
11.59 p.m. (CET).
Postal votes received by the Company cannot be cancelled or revoked.
Webcast
A live webcast of the general meeting will be available. Shareholders who view
the general meeting via webcast will have the opportunity to submit written
questions electronically at the general meeting via a chat function.
When webcasting the general meeting, each shareholder is responsible for
ensuring that the shareholder has a mobile phone or a desktop/tablet device
with a web browser and that the shareholder has an adequate and functioning
internet connection available at the time of the general meeting.
Shareholders participating via live webcast of the general meeting, are
encouraged to submit a proxy or vote by post prior to the general meeting.
Please note that it will not be possible to cast votes at the general meeting
in connection with the webcast.
Link to the webcast will be sent to shareholders who have requested such prior
to the general meeting. The request for the webcast link shall be made to the
Company, e-mail: gm@scandiononcology.comno later than October 26, 2022 at
11.59 p.m. (CET).
Nominee
To be entitled to participate in the general meeting, shareholders whose
shares are registered in the name of a nominee must re-register their shares
in their own names in the share register. Such registration must be duly
effected in the share register on the Date of Registration, and the
shareholders must therefore advise their nominees well in advance of the
general meeting.
Please note that a nominee is entitled to participate in the general meeting
for the shares registered in the nominee's name. In such case, the nominee is
responsible for acting only on the basis of explicit instruction from the
actual owner(s) of the shares in question.
Schedules
Schedule 1: Full wording of the proposals in relation to the agenda
Schedule 2: Draft articles of association
Schedule 3: Information on management positions etc.
Schedule 4: Proxy and postal voting form
For further information, please contact:
Johnny Stilou, Acting CEO & CFO
Phone: +45 2960 3532
E-mail: jos@scandiononcology.com
The information was provided by the contact person above for publication on October 13, 2022, at 17.30 CET.
Scandion Oncology (Scandion), the Cancer Drug Resistance Company, discovers and develops first-in-class medicines aimed at treating cancer which is resistant to current treatment options. We are at the forefront of this field, developing novel medicines that address cancer's resistance against treatment. Our aim is to make existing cancer treatments work better and longer, thereby potentially prolonging and improving the life of patients who would otherwise have a high risk of dying from their cancer.
Globally, close to 10 million patients die every year from cancer and approximately 90 percent of all cancer related deaths are related to cancer drug resistance. Our medicines could be relevant in several cancers and makes both our medical and commercial potential significant.
Scandion is based in Copenhagen and its lead candidate, SCO-101, is currently being studied in clinical phase I and II trials. The company is listed on Nasdaq First North Growth Market Sweden (ticker: SCOL).
Västra Hamnen Corporate Finance is the Company's certified advisor on Nasdaq First North Growth Market and can be reached at ca@vhcorp.seor +46 (0) 40 200 250.