Results of the Annual General Meeting

Faron Pharmaceuticals Oy

(“Faron or the “Company”)

Results of the Annual General Meeting

   Change of Directors

Company announcement, 5 April 2024 at 14:00 (EEST) / 12:00 PM (BST)

TURKU, FINLAND / BOSTON, MA – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity in Turku, Finland, today 5 April 2024. The AGM approved all the proposals of the Board of Directors (“Board”) and its committees, set out in the notice of the AGM published on 13 March 2024.

 

Decisions of the AGM
 

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2023.

No dividend for the financial year 2023 will be paid, and the losses of the Company for the financial year, amounting to EUR 30.9 Million (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

 

The number of members of the Board was confirmed as five. Tuomo Pätsi, Markku Jalkanen, John Poulos, Marie-Louise Fjällskog and Christine Roth were re-elected to the Board for a term that ends at the end of the next AGM.

The AGM resolved that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

Meeting fees will be paid to the Board members as follows:

  • a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and
  • No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.

No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

 

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorized public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice approved.

 

Resolution on the establishment of Shareholder’s Nomination Board

 

The AGM resolved to establish a Shareholders’ Nomination Board for the Company and its Charter as proposed by the Board was adopted.

 

Authorization to the Board to decide on the issuance of shares, options or other special rights entitling to shares

 

The Board was authorized to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which authorization contains the right to issue new shares or dispose of the Company’s own shares in the possession of the Company. The authorization consists of up to twenty million (20,000,000) new shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty nine (29) per cent of the shares and votes on the date of the AGM Notice, as well as the conveyance of up to the same maximum number (twenty million (20,000,000)) of treasury shares in the possession of the Company.

The Board was authorized to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares.

The authorization is effective until 30 June 2025. This authorization does not cancel the authorization given to the Board by the Annual General Meeting on 24 March 2023 to resolve on issuances of shares, option rights or other special rights entitling to shares.

Authorization to the Board to decide on the issuance of shares

The Board was authorized to resolve on issuances of shares in connection with a larger share issuance, which authorization contains the right to issue new shares or dispose of the Company’s own shares in the possession of the Company. The authorization consists of up to thirty million (30,000,000) new shares in the aggregate, which corresponds to approximately 43,6 per cent of the shares and votes on the date of the AGM Notice, as well as the conveyance of up to the same maximum number (thirty million (30,000,000)) of treasury shares in the possession of the Company.

The Board was authorized to resolve on all other terms and conditions of the issuance of shares.

The authorization is effective until the close of the next Annual General Meeting of Shareholders to be held in 2025 and can only be used for the purposes of the contemplated public offering and the Company’s existing bridge financing needs.

The authorization does not cancel the remaining authorization given to the Board by the Annual General Meeting on 24 March 2023 to resolve on issuances of shares, option rights or other special rights entitling to shares, nor the authorization resolved by the AGM in agenda item 16.

 

Minutes of the AGM

 

The minutes of the AGM will be available on the Company’s website on 19 April 2024 at the latest.

 

For more information please contact:

Investor Contact

 

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

ICR Consilium

 

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

About Faron Pharmaceuticals Oy 

Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in Phase I/II clinical trials as a potential therapy for patients with hematological cancers in combination with other standard treatments treatments and as a monotherapy in last line solid cancers. Further information is available at www.faron.com.

 

 

Results of EGM

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

Results of

the Extraordinary General Meeting

 

Company Announcement, September 22, 2023

 

TURKU  FINLAND / BOSTON, MA, September 22, 2023 – Faron Pharmaceuticals Ltd (AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical company focused on tackling cancers via novel immunotherapies, announces that the extraordinary general meeting (the “EGM”) of the Company took place today, September 22, 2023 in Turku, Finland. The EGM approved all proposals of the Board of Directors (“Board”) as set out in the notice of the EGM published on September 1, 2023.

 

Decisions of the EGM

 

Composition of the Board

 

The number of members of the Board was confirmed as seven. Christine Roth and Marie-Louise Fjällskog were elected as new members to the Board for a term that ends at the end of the next annual general meeting. Following the election, the Board of the Company comprises of the following members: Frank Armstrong (Chair), Marie-Louise Fjällskog, Markku Jalkanen, Erik Ostrowski, John Poulos, Tuomo Pätsi and Christine Roth.

 

Amendment of the Option Plan 2015

 

The EGM resolved to amend the terms and conditions of the option programme adopted by the Company’s extraordinary general meeting on September 15, 2015, which has later been amended by the decision of the annual general meetings held on May 16, 2017, May 18, 2020 and April 23, 2021 (the “Option Plan 2015”) so that the subscription period for shares based on the options is extended by two (2) years, i.e., until 30 September 2025. The amendment applies to all options under the Option Plan 2015 (A options, B options, C options and D options). The terms and conditions of the Option Plan 2015 remains otherwise unchanged.

 

Minutes of the EGM

 

The minutes of the EGM will be available on the Company’s website from October 5, 2023 at the latest.

 

For more information please contact:

 

Investor Contact

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

Media Contact

Faron Pharmaceuticals

Jennifer C. Smith-Parker

Head of Communications

Jennifer.Smith-Parker@faron.com

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

 

About Faron Pharmaceuticals Ltd.

Faron (AIM: FARN, First North: FARON) is a global, clinical-stage biopharmaceutical company, focused on tackling cancers via novel immunotherapies. Its mission is to bring the promise of immunotherapy to a broader population by uncovering novel ways to control and harness the power of the immune system. The Company’s lead asset is bexmarilimab, a novel anti-Clever-1 humanized antibody, with the potential to remove immunosuppression of cancers through targeting myeloid cell function. Bexmarilimab is being investigated in a Phase I/II clinical trial as a potential therapy for patients with hematological cancers in combination with other standard treatments. Further information is available at www.faron.com. 

 

Forward-Looking Statements

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should”, “expect”, “hope”, “seek”, ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”potentially”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. 

 

A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward-looking statements, many of which are beyond the control of the Company. In addition,  other factors which could cause actual results to differ materially include the ability of the Company to successfully license its programs within the anticipated timeframe or at all, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors.  Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based. 

 
 

 

Results of AGM

Faron Pharmaceuticals Oy

(“Faron or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

Company announcement, March 24, 2023 at 15.30 (EET) / 13.30 PM (GMT) / 09.30 AM (EDT)  

TURKU, FINLAND / BOSTON, MA – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at BioCity, meeting room “Ministeri” in Turku, Finland today, March 24, 2023. The AGM approved all the proposals of the Board of Directors (“Board”) and its committees, set out in the notice of the AGM published on March 3, 2023.

 

Decisions of the AGM
 

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2022.

No dividend for the financial year 2022 will be paid, and the losses of the Company for the financial year, amounting to EUR 28.7 Million (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

 

The number of members of the Board was confirmed as seven. Frank Armstrong, John Poulos, Leopoldo Zambeletti, Markku Jalkanen, Anne Whitaker and Erik Ostrowski were re-elected to the Board and Tuomo Pätsi was elected as a new member to the Board for a term that ends at the end of the next AGM.

The AGM resolved that the annual remuneration of the members of the Board remain unchanged and that EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

Meeting fees will be paid to the Board members as follows:

  • a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and
  • No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.

No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

 

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorized public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice approved.

 

Amendment of the Articles of Association

 

The AGM resolved to amend the articles of association of the Company, to enable holding a General Meeting entirely without a meeting venue, as a so-called remote meeting, in addition to the Company’s domicile and London. The amended clause reads as follows:

“11§ Meeting venue

A General Meeting may in addition to the Company’s domicile be held in the city of London, United Kingdom, based on a resolution of the Board of Directors. In addition, the Board of Directors may decide that the General Meeting of the Shareholders be held without a meeting venue so that the shareholders exercise their power of decision in full in real time during the meeting using a telecommunications connection and technical means (remote meeting).”

 

Authorization to the Board to decide on the issuance of shares, options or other special rights entitling to shares

 

The Board was authorized to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which authorization contains the right to issue new shares or dispose of the Company’s own shares in the possession of the Company. The authorization consists of up to twelve million five hundred thousand (12,500,000) new shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty (20) per cent. Of the existing shares and votes in the Company, as well as the conveyance of up to the same maximum number (twelve million five hundred thousand (12,500,000)) of treasury shares in the possession of the Company.

The Board was authorized to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares.

The authorization is effective until June 30, 2024.

 

Resolution on the amendment of the option programme and authorising the Board to decide on the issuance of options or other special rights entitling to shares
 

The Board was authorized to resolve on issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, and the terms and conditions have later been amended by the decision of the Company’s AGM on May 18, 2020 (the “Share Option Plan 2019”). The AGM decided to amend the terms and conditions of the Share Option Plan 2019, so that a maximum total of four million three hundred and fifty thousand (4,350,000) options can be offered under said terms and conditions as follows:

 

  • to the chair of the Board, a maximum of two hundred and fifty thousand (250,000) options (before the amendment one hundred and eighty thousand (180,000) options);
  • to each member of the Board (excluding the chair of the Board and the Chief Executive Officer and the Chief Financial Officer if they would be considered as members of the Company’s Board herein), a maximum of one hundred and twenty-five thousand (125,000) options (before the amendment ninety thousand (90,000) options);
  • to the Chief Executive Officer, a maximum of four hundred and ninety-five thousand (495,000) options (before the amendment three hundred and sixty thousand (360,000) options);
  • to the Chief Financial Officer, a maximum of one hundred and eighty thousand (180,000) options (before the amendment one hundred and thirty thousand (130,000) options); and
  • for any other non-employee person as determined by the Board, a maximum of seventy thousand (70,000) options (before the amendment fifty thousand (50,000) options).

Excluding the addition concerning the listing on Nasdaq Helsinki and the extension of the duration of the authorization, the terms and conditions of the option program remain otherwise unchanged.

The amendment increases the maximum total number of options under the Share Option Plan 2019 by two million three hundred and fifty thousand (2,350,000) options. This increases the aggregate per centage of shares that can be subscribed for based on options from 3.1 per cent. to 6.9 per cent. of all shares registered at the date of the AGM Notice. The maximum number of options granted to the chair of the Board increases by seventy thousand (70,000) options, representing an increase of approximately 38.9 per cent., the maximum number of options granted to each member of the Board (excluding the chair of the Board and the Chief Executive Officer and the Chief Financial Officer if they would be considered as members of the Company’s Board herein) increases by thirty five thousand (35,000) options, representing an increase of approximately 38.9 per cent., the maximum number of options granted to the Chief Executive Officer increases by one hundred and one hundred and thirty five thousand (135,000) options, representing an increase of 37.5 per cent., the maximum number of options granted to the Chief Financial Officer increases by fifty thousand (50,000) options, representing an increase of approximately 38.5 per cent. And the maximum number of options granted to other non-employee persons as determined by the Board increases by twenty thousand (20,000) options, representing an increase of 40.0 per cent., over the current maximum totals.

The AGM authorized the Board to resolve by one or several decisions on issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act. The authorization consists of up to two million four hundred seventy-three thousand and eighty-four (2 473 084) shares, options or other special rights entitling to shares in the aggregate, which corresponds to approximately 3.9 per cent. of the existing shares and votes in the Company.

The authorization does not exclude the Board’s right to decide on the issuance of options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorization will be used for implementing an option plan for the employees and directors of, and persons providing services to, the group, substantially in the form of the amended Share Option Plan 2019 attached to the Notice of the AGM available of the Company’s website. There is a weighty financial reason for issuing options, as options are an integral part of the incentivization system for the management and personnel of the Company.

The exercise of options will be subject to fulfilment of certain criteria to be resolved by the Board (the “Exercise Conditions”). Subject to fulfilment of the Exercise Conditions, the options may be exercised at the exercise price, which may not be less than the market value of a share at the grant date, as determined by the Board (the “Exercise Price”). In determining such market value, if shares are traded on Nasdaq Helsinki and/or on the AIM market of the London Stock Exchange, the Board shall have regard to the average price per share at which shares have been traded over a period of 90 days immediately preceding the grant date. The Exercise Price will be determined to create a sufficient incentive for the recipients of options. The Exercise Price shall be recorded in the Company’s reserve for invested unrestricted equity.

The Company’s Board was authorized to resolve on all other terms and conditions of the issuance of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act.

The authorization will be effective until June 30, 2026. This authorization shall not replace other authorizations granted to the Board (but for the sake of clarity, replaces the authorization granted in 2019 relating to the Share Option Plan 2019).

Decisions of the Board

 

At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board.
 

In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:

  • Erik Ostrowski was elected the Chair of the Audit Committee and Leopoldo Zambeletti and Tuomo Pätsi were elected as members of the Audit Committee.
  • Frank Armstrong was elected the Chair of the Nomination Committee and Anne Whitaker and Tuomo Pätsi were elected as the other members of the Nomination Committee.
  • Anne Whitaker was elected as the Chair of the Remuneration Committee and Frank Armstrong, John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.

 

Minutes of the AGM

 

The minutes of the AGM will be available on the Company’s website on April 6, 2023 at the latest.

For more information please contact:

Media Contact

Faron Pharmaceuticals

Jennifer C. Smith-Parker

Head of Communications

Jennifer.Smith-Parker@faron.com

 

Investor Contact

Faron Pharmaceuticals

Julia Balanova

VP, Investor Relations

julia.balanova@faron.com

investor.relations@faron.com

Phone: +1 (917) 306-6096

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

faron@consilium-comms.com

Phone: +44 (0)20 3709 5700

 

About Faron Pharmaceuticals Oy 

Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) together with its subsidiaries, is a clinical stage biopharmaceutical group focused on building the future of immunotherapy by harnessing the power of the immune system to tackle cancer and inflammation. Bexmarilimab, a novel anti-CLEVER-1 humanized antibody, is its investigative precision immunotherapy with the potential to provide permanent immune stimulation for difficult-to-treat cancers through targeting myeloid function. Currently in Phase I/II clinical development as a potential therapy for patients with hematological cancers and untreatable solid tumors, bexmarilimab has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. In terms of other pipeline assets, Traumakine® is an investigational intravenous (IV) interferon beta-1a therapy for the treatment of hyperinflammatory conditions. Faron is headquartered in Turku, Finland. Further information is available at www.faron.com.

 

Results of EGM

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

 

Results of

the Extraordinary General Meeting

 

Company Announcement, July 7, 2022 at 11:45 AM (EEST) / 9:45 AM (BST) / 04:45 AM (EDT)

 

TURKU  FINLAND / BOSTON, MA, 7 July 2022 – Faron Pharmaceuticals Ltd (AIM: FARN, First North: FARON), a clinical stage biopharmaceutical company focused on building the future of immunotherapy by harnessing the power of the immune system to tackle cancer and inflammation, announces that the extraordinary general meeting (the “EGM”) of the Company took place today, July 7, 2022 in Turku, Finland. The EGM approved the proposal of the board of directors (“Board”) to authorise the Board to decide on the issuance of shares, options or other special rights entitling to shares, as set out in the notice of the EGM published on June 16, 2022.

 

Decisions of the EGM – Authorisation of the Board to decide on the issuance of shares, options or other special rights entitling to shares

 

The Board was authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act (the “Companies Act”), which authorisation contains the right to issue new shares or dispose of the Company’s own shares in the possession of the Company. The authorisation consists of up to eleven million (11,000,000) new shares in the aggregate (including shares to be received based on options or other special rights), as well as the conveyance of up to the same maximum number (eleven million (11,000,000)) of treasury shares in the possession of the Company (the “Authorisation”).

The Authorisation includes the Board’s right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The Authorisation shall be used for material arrangements from the Company’s point of view, such as financing (including, without limitation, issuance of warrants under the funding agreement with IPF Partners announced on February 28, 2022) or implementing business arrangements, investments or for other such purposes determined by the Board where a weighty financial reason for issuing shares, options or other special rights entitling to shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

 

The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares.

 

The authorisation is effective until June 30, 2023.

 

Minutes of the EGM

 

The minutes of the EGM will be available on the Company’s website from July 21, 2022 at the latest.

 

For more information please contact:

 

Investor Contact

Faron Pharmaceuticals

Julia Balanova

VP, Investor Relations

julia.balanova@faron.com

investor.relations@faron.com

Phone: +1 (917) 306-6096

 

Media Contact

Faron Pharmaceuticals

Eric Van Zanten

VP, Communications

eric.vanzanten@faron.com

Phone: +1 (610) 529-6219

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

faron@consilium-comms.com

Phone: +44 (0)20 3709 5700

 

About Faron Pharmaceuticals Ltd.

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs caused by dysfunction of our immune system. The Company currently has a pipeline based on the receptors involved in regulation of immune response in oncology, organ damage and bone marrow regeneration. Bexmarilimab, a novel anti-Clever-1 humanized antibody, is its investigative precision immunotherapy with the potential to provide permanent immune stimulation for difficult-to-treat cancers through targeting myeloid function. Currently in Phase I/II clinical development as a potential therapy for patients with solid tumors and hematologic malignancies, bexmarilimab has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. Traumakine is an investigational intravenous (IV) interferon beta-1a therapy for the treatment of acute respiratory distress syndrome (ARDS) and other ischemic or hyperinflammatory conditions. Traumakine is currently being evaluated by the 59th Medical Wing of the US Air Force and the US Department of Defense for the prevention of multiple organ dysfunction syndrome (MODS) after ischemia-reperfusion injury caused by a major trauma. Faron is based in Turku, Finland. Further information is available at www.faron.com.

 

Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should”, “expect”, “hope”, “seek”, ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”potentially”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors.

 

A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward-looking statements, many of which are beyond the control of the Company. In particular, the early data from initial patients in the MATINS trial may not be replicated in larger patient numbers and the outcome of clinical trials may not be favourable or clinical trials over and above those currently planned may be required before the Company is able to apply for marketing approval for a product. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully licence its programmes within the anticipated timeframe or at all, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

Results of the AGM

Faron Pharmaceuticals Ltd (“Faron” or the “Company”)

 

Results of the Annual General Meeting and Decisions of the Board of Directors

 

Company announcement, April 22, 2022 at 15:00 PM (EEST) / 13:00 PM (BST) /  8:00 AM (EDT) 

 

TURKU, FINLAND – The annual general meeting (“AGM”) of Faron Pharmaceuticals Ltd (AIM: FARN, First North: FARON) took place at Event Venue Eliel in Helsinki, Finland today, 22 April 2022.

 

The AGM was held through exceptional meeting procedures based on the temporary legislative act (375/2021, “Temporary Act“) approved by the Finnish parliament on 7 May 2021. The shareholders of the Company and their proxy representatives could participate in the AGM and use shareholder rights only by voting in advance, by submitting counterproposals in advance and by asking questions in advance.  

 

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2021.

 

No dividend for the financial year 2021 will be paid and the losses of the Company for the financial year, amounting to EUR 21.2 million (IFRS), will be carried forward to the reserve for invested unrestricted equity.

 

Composition and remuneration of the Board

The number of members of the Board was confirmed as seven. Frank Armstrong, Gregory Brown, John Poulos, Leopoldo Zambeletti, Markku Jalkanen and Anne Whitaker were re-elected to the Board and Erik Ostrowski was elected as a new member to the Board for a term that ends at the end of the next AGM.

 

The AGM resolved that the annual remuneration of the members of the Board remains unchanged.  Accordingly, an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the chair of the audit committee, a further annual remuneration of EUR 9,000 will be paid to the chair of the remuneration committee and a further annual remuneration of EUR 6,000 will be paid to the chair of the nomination committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the audit committee members, a further annual remuneration of EUR 5,000 will be paid to the remuneration committee members and a further annual remuneration of EUR 3,000 will be paid to the nomination committee members.

 

Meeting fees also remain unchanged and will be paid to the Board members as follows:

 

  • a meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence; and
  • no meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent as the member’s place of residence.

 

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board would be compensated.

 

No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

 

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.

 

Proposed authorisations to the Board to decide on the issuance of shares, options or other special rights entitling to shares and on the issuance of shares without consideration to the Company

The AGM did not authorize the Board to resolve on the issuances of shares, options or other special rights entitling to shares, or on a share issue without consideration to the Company itself in accordance with the proposals by the Board to the AGM.

 

The Company has an existing authorisation to resolve on issuances of shares, options or other special rights entitling to shares of up to ten million (10,000,000) shares in the aggregate, pursuant to the resolution by the Annual General Meeting on 23 April 2021, which is effective until 30 June 2022. Of the aforementioned authorization, 6,636,842 shares may still be issued by the Company.

 

Decisions of the Board

At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board.

In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:

 

  • Leopoldo Zambeletti was elected the Chair of the Audit Committee and Gregory Brown and Erik Ostrowski were elected as the other members of the Audit Committee.
  • Frank Armstrong was elected the Chair of the Nomination Committee and Anne Whitaker and Gregory Brown were elected as the other members of the Nomination Committee.
  • Anne Whitaker was elected as the Chair of the Remuneration Committee and Frank Armstrong, John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website from 6 May 2022 at the latest.

 

 

For more information please contact:

 

Media / Investor Contact

Faron Pharmaceuticals

Eric Van Zanten

Head of Communications

eric.vanzanten@faron.com

investor.relations@faron.com

Phone: +1 (610) 529-6219

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880
 

Peel Hunt LLP, Broker
Christopher Golden, James Steel
Phone: +44 (0) 20 7418 8900

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North
Juha Karttunen
Phone: +358 (0)40 555 4727
Jukka Järvelä
Phone: +358 (0)50 553 8990

 

Consilium Strategic Communications
Mary-Jane Elliott, David Daley, Lindsey Neville
faron@consilium-comms.com
Phone: +44 (0)20 3709 5700

 

About Faron Pharmaceuticals Ltd

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs caused by dysfunction of our immune system. The Company currently has a pipeline based on the receptors involved in regulation of immune response in oncology, organ damage and bone marrow regeneration. Bexmarilimab, a novel anti-Clever-1 humanized antibody, is its investigative precision immunotherapy with the potential to provide permanent immune stimulation for difficult-to-treat cancers through targeting myeloid function. Currently in Phase I/II clinical development as a potential therapy for patients with untreatable solid tumors, bexmarilimab has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. Traumakine is an investigational intravenous (IV) interferon beta-1a therapy for the treatment of acute respiratory distress syndrome (ARDS) and other ischemic or hyperinflammatory conditions. Traumakine is currently being evaluated in global trials as a potential treatment for hospitalized patients with COVID-19 and with the 59th Medical Wing of the US Air Force and the US Department of Defense for the prevention of multiple organ dysfunction syndrome (MODS) after ischemia-reperfusion injury caused by a major trauma. Faron is headquartered in Turku, Finland with additional offices in Zürich, Switzerland and US operations in Boston, Massachusetts. Further information is available at www.faron.com.

Result of AGM

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

Company announcement, 23 April 2021 at 15:45 p.m. (EEST)

TURKU, FINLAND – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place at the premises of Inderes Oy in Helsinki, Finland today, 23 April 2021. The AGM approved all the proposals of the board of directors (“Board”) and its committees, set out in the notice of the AGM published on 25 March 2021.

The AGM was held through exceptional procedures in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020). The shareholders of the Company or their proxy representatives could participate in the AGM and exercise their shareholders’ rights only by voting in advance as well as by submitting counterproposals and asking questions in advance.

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2020. No dividend for the financial year 2020 will be paid, and the losses of the Company for the financial year, amounting to EUR 16,946,216.84 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

The number of members of the Board was confirmed as seven. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board and Anne Whitaker was elected as a new member to the Board for a term that ends at the end of the next AGM.

The AGM resolved that the annual remuneration of the members of the Board remains unchanged. Accordingly, an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the Chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chair of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chair of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chair of the Nomination Committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the Audit Committee members, a further annual remuneration of EUR 5,000 will be paid to the Remuneration Committee members and a further annual remuneration of EUR 3,000 will be paid to the Nomination Committee members.

Meeting fees also remain unchanged and will be paid to the Board members as follows:

  • A meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence.
  • No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent as the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board will be compensated. No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.

Amendment of the Option Plan 2015

The AGM resolved to amend the terms and conditions of the option programme adopted by the Company’s extraordinary general meeting on 15 September 2015, which has later been amended by the decision of the annual general meetings held on 16 May 2017 and 18 May 2020 (the “Option Plan 2015”) so that the subscription period for shares based on the options is extended by two (2) years, i.e., until 30 September 2023.

Amendment of the articles of association

The AGM resolved to amend the articles of association of the Company by removing article 13 (regarding the reduction of equity of the company) from the articles of association as the rules applicable to the Company are directly based on the Finnish Companies Act.

Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares

The Board was authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to ten million (10,000,000) shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately twenty (20) per cent of the existing shares and votes in the Company on the date of the AGM.

The authorisation does not exclude the Board’s right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board in which case a weighty financial reason for issuing shares, options or other special rights entitling to shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares. The authorisation will be effective until 30 June 2022 and will not replace the authorisations relating to other items resolved upon in the AGM.

Decisions of the Board

At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Vice-Chair of the Board.

In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:

  • Leopoldo Zambeletti was elected the Chair of the Audit Committee and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.
  • Matti Manner was elected the Chair of the Nomination Committee and Anne Whitaker and Frank Armstrong were elected as the other members of the Nomination Committee.
  • Frank Armstrong was elected as the Chair of the Remuneration Committee and Anne Whitaker, John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website from 7 May 2021 at the latest.

For more information please contact:

 

Faron Pharmaceuticals Oy

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com

 

Peel Hunt LLP, Broker

Christopher Golden, James Steel

Phone: +44 (0) 20 7418 8900

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner, Mark Rogers

Phone: + 44 207 213 0880

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 40 555 4727

Jukka Järvelä

Phone: +358 50 553 8990

 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

 

Stern Investor Relations

Julie Seidel, Alexa Comai

Phone: +1 (212) 362-1200

E-mail: julie.seidel@sternir.com

 

About Faron Pharmaceuticals Oy

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs caused by dysfunction of our immune system. The Company currently has a pipeline based on the receptors involved in regulation of immune response in oncology, organ damage and bone marrow regeneration. Bexmarilimab, a novel anti-Clever-1 humanised antibody, is its investigative precision immunotherapy with the potential to provide permanent immune stimulation for difficult-to-treat cancers through targeting myeloid function. Currently in Phase I/II clinical development as a potential therapy for patients with untreatable solid tumours, bexmarilimab has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. Traumakine is an investigational intravenous (IV) interferon beta-1a therapy for the treatment of acute respiratory distress syndrome (ARDS) and other ischemic or hyperinflammatory conditions. Traumakine is currently being evaluated in global trials as a potential treatment for hospitalised patients with COVID-19 and with the 59th Medical Wing of the US Air Force and the US Department of Defense for the prevention of multiple organ dysfunction syndrome (MODS) after ischemia-reperfusion injury caused by a major trauma. Faron is based in Turku, Finland. Further information is available at www.faron.com.

Results of the Annual General Meeting

Faron Pharmaceuticals Oy

(“Faron” or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

Company announcement, 18 May 2020 at 6 pm (EEST)

TURKU, FINLAND – The annual general meeting (“AGM”) of Faron Pharmaceuticals Oy (AIM: FARN, First North: FARON) took place in Turku, Finland today, 18 May 2020. The AGM approved all the proposals of the board of directors (“Board”) and its committees set out in the notice of the AGM published on 14 April 2020.

Due to the current COVID-19 situation, strict precautionary measures were taken to ensure safety at the AGM while at the same time ensuring the shareholders’ possibility to exercise their rights. The number of persons physically present at the AGM was in total ten, including participating shareholders, representatives from the Company, the chairperson and the secretary of the meeting, as well as technical staff.

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2019. No dividend for the financial year 2019 will be paid, and the losses of the Company for the financial year, amounting to EUR 13,261,911.93 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

The number of members of the Board was confirmed as six. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board for a term that ends at the end of the next AGM.

The AGM resolved that an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the Chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chair of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chair of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chair of the Nomination Committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the Audit Committee members, a further annual remuneration of EUR 5,000 will be paid to the Remuneration Committee members and a further annual remuneration of EUR 3,000 will be paid to the Nomination Committee members.

Meeting fees will be paid to the Board members as follows:

·    A meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence.

·    No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board will be compensated. No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.

Amendment of option programmes

The AGM resolved to amend the terms and conditions of the option programme adopted by the Company’s extraordinary general meeting on 15 September 2015, which have later been amended by the decision of the annual general meeting held on 16 May 2017 (the “Option Plan 2015”) so that the options may be transferred or pledged after the conditions for share subscription have been fulfilled under the terms and conditions of the Option Plan 2015.

The AGM further resolved to approve implementing a change corresponding the aforementioned in the rules of the option plan for the employees and directors of, and persons providing services to, the Company’s group adopted by the Board based on the authorisation granted by the Company’s annual general meeting on 28 May 2019 (the “Share Option Plan 2019”) so that the options may be transferred or pledged after the conditions for share subscription have been fulfilled.

Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares

The Board was authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to 8,650,000 shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately 18.5% of the existing shares and votes in the Company on the date of the AGM.

The authorisation does not exclude the Board’s right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board in which case a weighty financial reason for issuing shares, options or other special rights entitling to shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares. The authorisation will be effective until 30 June 2021 and will not replace the authorisation related to the Share Option Plan 2019.

Decisions of the Board

At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Vice-Chair of the Board.

In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:

·    Leopoldo Zambeletti was elected the Chair of the Audit Committee and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.

·    Matti Manner was elected the Chair of the Nomination Committee and Frank Armstrong was elected as the other member of the Nomination Committee.

·    Frank Armstrong was elected as the Chair of the Remuneration Committee and John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website from 1 June 2020 at the latest.

For more information please contact:

Faron Pharmaceuticals Oy

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com 

Panmure Gordon (UK) Limited, Nomad and Broker

Emma Earl, Freddy Crossley (Corporate Finance)

James Stearns (Corporate Broking)

Phone: +44 207 886 2500

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen, Jussi Majamaa

Phone: +358 (0)40 555 4727

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

About Faron Pharmaceuticals Oy

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline based on the receptors involved in regulation of immune response in oncology and organ damage. Clevegen®, its precision immunotherapy, is a novel anti-Clever-1 antibody with the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. Currently in phase I/II clinical development as a novel macrophage checkpoint immunotherapy for patients with untreatable solid tumours, Clevegen® has potential as a single-agent therapy or in combination with other standard treatments including immune checkpoint molecules. Traumakine®, the Company’s pipeline candidate to prevent vascular leakage and organ failures, has completed a phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). Plans for its future development are being finalised to avoid interfering steroid use together with Traumakine®. Faron is based in Turku, Finland. Further information is available at www.faron.com 

Results of EGM

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

Results of the Extraordinary General Meeting

TURKU – FINLAND, 25 October 2019 – The extraordinary general meeting (“EGM”) of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland today, 25 October 2019. The EGM approved all the proposals of the board of directors (“Board”), as set out in the notice of the EGM published on 4 October 2019.

Decisions of the EGM – share authorities


The Board was unanimously authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act (“Companies Act”), which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation gives the Company the right to issue up to 7,871,000 shares in aggregate (including shares to be received based on options or other special rights), which corresponds to approximately 20 per cent of the existing shares and votes in the Company on the date of the EGM (“Authorisation”).

The Authorisation includes the Board’s right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from shareholders’ pre-emptive rights. The Authorisation can be used for material Company arrangements, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board where a weighty financial reason for issuing shares, options or other special rights entitling to shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares relating to the Authorisation. The Authorisation will be effective until 30 June 2020. It will replace the authorisation for up to 7,095,000 shares (of which 2,121,353 had been used) in the aggregate granted by the Company’s annual general meeting held on 28 May 2019 (“2019 AGM”) concerning the issuance of shares, options or other special rights entitling to shares. The Authorisation will not replace the authorisation for up to 2,000,000 shares in the aggregate granted by the 2019 AGM concerning issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act to be used for implementing an option plan for the employees and directors of, and persons providing services to, the Company’s group.

Minutes of the EGM

The minutes of the EGM will be available on the Company’s website from 8 November 2019 at the latest.

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Panmure Gordon (UK) Limited, Nomad and Broker

Emma Earl, Freddy Crossley (Corporate Finance)

James Stearns (Corporate Broking)

Phone: +44 207 886 2500

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-mail: chris.brinzey@westwicke.com

About Faron Pharmaceuticals Ltd 

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline based on the endothelial receptors involved in regulation of immune response, in oncology and organ damage. Clevegen, its precision immunotherapy, is a novel anti-Clever-1 antibody with the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. Currently in phase I/II clinical development as a novel macrophage checkpoint immunotherapy for patients with untreatable solid tumours, Clevegen has potential as a single-agent therapy, in combination with other immune checkpoint molecules or other cancer standard cares. Traumakine, the Company’s pipeline candidate to prevent vascular leakage and organ failures, has completed a phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). Plans for its future development are being finalised to avoid interfering steroid use together with Traumakine. Faron is based in Turku, Finland. Further information is available at www.faron.com.

Results of AGM

Faron Pharmaceuticals Ltd

(“Faron or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

TURKU – FINLAND, 28 May 2019 – The annual general meeting (“AGM”) of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland today, 28 May 2019. The AGM approved all the proposals of the board of directors (“Board”) and its committees, as set out in the notice of the AGM published on 7 May 2019 and the update on it published on 24 May 2019.

Decisions of the AGM

The AGM adopted the financial statements of the Company and resolved to discharge the members of the Board and the CEO of the Company from liability for the financial year 2018. No dividend for the financial year 2018 will be paid, and the losses of the Company for the financial year, amounting to EUR 20,075,949.50 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board

The number of members of the Board was confirmed as six. Frank Armstrong, Markku Jalkanen, Matti Manner, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board for a term that ends at the end of the next AGM.

The AGM resolved that an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the Chair of the Board. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chair of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chair of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chair of the Nomination Committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the Audit Committee members, a further annual remuneration of EUR 5,000 will be paid to the Remuneration Committee members and a further annual remuneration of EUR 3,000 will be paid to the Nomination Committee members.

Meeting fees will be paid to the Board members as follows:

·    A meeting fee of EUR 1,000 will be paid to Board members per Board meeting where the Board member was physically present, and which was held on another continent than the member’s place of residence.

·    No meeting fees will be paid to Board members who were attending a Board meeting but not physically present or for Board meetings held on the same continent than the member’s place of residence.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board will be compensated. No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Auditor

Audit firm PricewaterhouseCoopers Oy (“PwC”) was re-elected as the Company’s auditor. PwC has appointed Panu Vänskä, authorised public accountant (KHT), as the key audit partner. It was decided that the auditor be remunerated in accordance with the invoice presented.

Authorisation to the Board to decide on the issuance of options or other special rights entitling to shares

The Board was authorised to resolve by one or several decisions on issuances of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act (“Companies Act”). The authorisation consists of up to 2,000,000 shares in the aggregate, which corresponds to approximately 5.4 per cent of the existing shares and votes in the Company on the date of the AGM.

The authorisation does not exclude the Board’s right to decide on the issuance of options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for implementing an option plan for the employees and directors of, and persons providing services to, the group, substantially in the form of the option plan attached as Annex 1 to the notice of the AGM available on the Company’s website. There is a weighty financial reason for issuing options, as options are an integral part of the incentivisation system for the management and personnel of the Company.

Maximum number of options that may be granted to the members of the Company’s management and the Board is as follows:

·    to the Chair of the Board, a maximum of 180,000 options;

·    to each member of the Board (excluding the Chair of the Board and the CEO and the CFO if they would be considered as members of the Company’s Board), a maximum of 90,000 options;

·    to the CEO, a maximum of 360,000 options; and

·    to the CFO, a maximum of 130,000 options.

The exercise of options will be subject to fulfilment of certain criteria to be resolved by the Board (“Exercise Conditions”). Subject to fulfilment of the Exercise Conditions, the options may be exercised at an exercise price which may not be less than the market value of a share at the grant date, as determined by the Board (“Exercise Price”). In determining such market value, if shares are traded on the AIM market of the London Stock Exchange, the Board will have regard to the average price per share at which shares have been so traded over a period of 90 days immediately preceding the grant date. The Exercise Price will be determined so as to create a sufficient incentive for the recipients of options. The Exercise Price will be recorded in the Company’s reserve for invested unrestricted equity.

The Board was authorised to resolve on all other terms and conditions of the issuance of options or other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act. The authorisation will be effective until 30 June 2023 and will not replace previous authorisations granted to the Board.

Authorisation to the Board to decide on the issuance of shares, options or other special rights entitling to shares

The Board was authorised to resolve by one or several decisions on issuances of shares, options or other special rights entitling to shares referred to in chapter 10, section 1 of the Companies Act, which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to 7,095,000 shares in the aggregate (including shares to be received based on options or other special rights), which corresponds to approximately 19.1 per cent of the existing shares and votes in the Company on the date of the AGM.

The authorisation does not exclude the Board’s right to decide on the issuance of shares, options or other special rights entitling to shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board was authorised to resolve on all other terms and conditions of the issuance of shares, options or other special rights entitling to shares. The authorisation will be effective until 30 June 2020 and will not replace previous authorisations granted to the Board.

Decisions of the Board

At the meeting of the Board held following the AGM, Frank Armstrong was re-elected Chair of the Board and Matti Manner was re-elected Deputy Chair of the Board.

In addition, the Board elected the Chairs and other members to the Board committees from among its members as follows:

·    Leopoldo Zambeletti was elected the Chair of the Audit Committee and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.

·    Matti Manner was elected the Chair of the Nomination Committee and Frank Armstrong was elected as the other member of the Nomination Committee.

·    Frank Armstrong was elected as the Chair of the Remuneration Committee and John Poulos and Leopoldo Zambeletti were elected as the other members of the Remuneration Committee.

Minutes of the AGM

The minutes of the AGM will be available on the Company’s website from 11 June 2019 at the latest.

For more information please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Panmure Gordon (UK) Limited, Nomad and Broker

Emma Earl, Freddy Crossley (Corporate Finance)

James Stearns (Corporate Broking)

Phone: +44 207 886 2500

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-mail: chris.brinzey@westwicke.com

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s first candidate Traumakine, to prevent vascular leakage and organ failures, has completed a Phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (RAAA). Faron’s second candidate Clevegen is a ground breaking early clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Turn-on-your-Immunity or Turn-It may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faron.com.

Result of AGM

RNS Number : 8891P
Faron Pharmaceuticals Oy
31 May 2018
 

Faron Pharmaceuticals Ltd

(“Faron” or the “Company”)

Results of the Annual General Meeting and Decisions of the Board of Directors

TURKU – FINLAND, 31 May 2018 – The Annual General Meeting of Faron Pharmaceuticals Ltd (LON: FARN) took place in Turku, Finland, today, 31 May 2018. The Annual General Meeting approved all the proposals of the Board of Directors and its committees, as set out in the notice of the Annual General Meeting published on 10 May 2018.

Decisions of the Annual General Meeting

The Annual General Meeting adopted the Financial Statements of the Company and resolved to discharge the members of the Board of Directors and the CEO of the Company from liability for the financial year 2017. No dividend for the financial year 2017 will be paid, and the losses of the Company for the financial year, amounting to EUR 21,060,638.95 (IFRS), will be carried forward to the reserve for invested unrestricted equity.

Composition and remuneration of the Board of Directors

The number of members of the Board of Directors was confirmed as nine (9). Frank Armstrong, Markku Jalkanen, Jonathan Knowles, Matti Manner, Huaizheng Peng, Yrjö Wichmann, Leopoldo Zambeletti, Gregory Brown and John Poulos were re-elected to the Board of Directors for a term that ends at the end of the next Annual General Meeting.

The Annual General Meeting resolved that an annual remuneration of EUR 35,000 will be paid to the Board members, in addition to which an annual remuneration of EUR 35,000 will be paid to the Chairman of the Board of Directors. In addition, a further annual remuneration of EUR 11,000 will be paid to the Chairman of the Audit Committee, a further annual remuneration of EUR 9,000 will be paid to the Chairman of the Remuneration Committee and a further annual remuneration of EUR 6,000 will be paid to the Chairman of the Nomination Committee. In addition, a further annual remuneration of EUR 6,000 will be paid to the Audit Committee members, a further annual remuneration of EUR 5,000 will be paid to the Remuneration Committee members and a further annual remuneration of EUR 3,000 will be paid to the Nomination Committee members. The meeting fees will be paid to the Board members as follows:

·     A meeting fee of EUR 1,000 will be paid to Board members who are resident outside the European Union (“EU”) or the European Economic Area (“EEA”) per Board meeting where the Board member was physically present; and

·     No meeting fees will be paid to Board members who are resident within the EU or the EEA or who were attending a Board meeting but not physically present.

In addition, all reasonable and properly documented expenses incurred in the performance of duties of the members of the Board of Directors will be compensated. No remuneration will be paid based on the Board membership of the CEO of the Company or a person serving the Company under a full-time employment or service agreement.

Amendment of the Articles of Association

The Annual General Meeting resolved that the following sentence be removed from Article 17.1 of the Company’s Articles of Association:

“Each shareholder shall make a Notification when he becomes a party to an agreement or an arrangement that upon implementation would result in the holdings of the shareholder reaching, exceeding or decreasing below any of above-mentioned thresholds.

The Annual General Meeting further resolved that sections i) – k) be removed from Article 17.5 of the Company’s Articles of Association.

Auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, was re-elected as the Company’s auditor. PricewaterhouseCoopers Oy has appointed Panu Vänskä, Authorised Public Accountant, as the Auditor with principal responsibility for the completion of the audit. It was decided that the Auditor be remunerated in accordance with the invoice presented.

Authorisation to the Board of Directors to decide on the issuance of shares

The Board of Directors was authorised to resolve by one or several decisions on issuances of shares which authorisation contains the right to issue new shares or dispose of the shares in the possession of the Company. The authorisation consists of up to 6,206,000 shares in the aggregate, which corresponds to approximately 20 per cent of the existing shares and votes in the Company.

The authorisation does not exclude the Board of Directors’ right to decide on the issuance of shares in deviation from the shareholders’ pre-emptive rights. The authorisation can be used for material arrangements from the Company’s point of view, such as financing or implementing business arrangements, investments or for other such purposes determined by the Board of Directors in which case a weighty financial reason for issuing shares, and possibly deviating from the shareholders’ pre-emptive rights, exists.

The Board of Directors was authorised to resolve on all other terms and conditions of the issuance of shares. The authorisation will be effective until 30 June 2019.

Decisions of the Board of Directors

At the meeting of the Board of Directors held following the Annual General Meeting, Frank Armstrong was re-elected Chairman of the Board and Matti Manner was re-elected Deputy Chairman of the Board.

In addition, the Board of Directors elected the Chairmen and other members to the Board committees from among its members as follows:

·     Leopoldo Zambeletti was elected the Chairman of the Audit Committee, and Matti Manner and Gregory Brown were elected as the other members of the Audit Committee.

·     Matti Manner was elected the Chairman of the Nomination Committee, and Huaizheng Peng and Frank Armstrong were elected as the other members of the Nomination Committee.

·     Frank Armstrong was elected as the Chairman of the Remuneration Committee, and  Jonathan Knowles and John Poulos were elected as the other members of the Remuneration committee.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company’s website from 14 June 2018 at the latest.

For more information, please contact:

Faron Pharmaceuticals Ltd

Dr Markku Jalkanen, Chief Executive Officer

investor.relations@faron.com 

Consilium Strategic Communications

Mary-Jane Elliott, Philippa Gardner, Matthew Neal, Lindsey Neville

Phone: +44 (0)20 3709 5700

E-mail: faron@consilium-comms.com

Westwicke Partners, IR (US)

Chris Brinzey

Phone: 01 339 970 2843

E-Mail: chris.brinzey@westwicke.com

Panmure Gordon (UK) Limited, Nomad and Broker

Freddy Crossley, Emma Earl, Ryan McCarthy

Phone: +44 207 886 2500

About Faron Pharmaceuticals Ltd

Faron (AIM:FARN) is a clinical stage biopharmaceutical company developing novel treatments for medical conditions with significant unmet needs. The Company currently has a pipeline focusing on acute organ traumas, vascular damage and cancer immunotherapy. The Company’s lead candidate Traumakine, to prevent vascular leakage and organ failures, has completed a Phase III clinical trial in Acute Respiratory Distress Syndrome (ARDS). An additional European Phase II Traumakine trial is underway for the Rupture of Abdominal Aorta Aneurysm (“RAAA”). Faron’s second candidate Clevegen is a ground breaking pre-clinical anti-Clever-1 antibody. Clevegen has the ability to switch immune suppression to immune activation in various conditions, with potential across oncology, infectious disease and vaccine development. This novel macrophage-directed immuno-oncology switch called Tumour Immunity Enabling Technology (“TIET”) may be used alone or in combination with other immune checkpoint molecules for the treatment of cancer patients. Faron is based in Turku, Finland. Further information is available at www.faron.com


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com or visit
www.rns.com.
 

END

 
 

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