Full Press Release Details
A corporation ( SA ) with a share capital of 5,014,561.35 euros
Registered office: 8, rue de la Croix Jarry - 75013 Paris
428 859 052 T.C.R. Paris
COMBINED GENERAL MEETING OF SHAREHOLDERS
The shareholders are hereby informed that they are convened to the combined general meeting to be held on June 26, 2025 at 2:30 p.m. at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France, for the purpose of considering the following agenda:
Agenda under the competence of the ordinary general meeting
-management report of the Board of Directors including the report on corporate governance and presentation by the Board of the annual financial statements for the financial year ended December 31, 2024,
-reports of the auditors on the annual financial statements and the agreements referred to in Article L. 225-38 of the French Commercial Code,
-auditors' report on the consolidated financial statements for the financial year ended December 31, 2024,
-management report of the Group and presentation by the Board of the consolidated financial statements for the financial year ended December 31, 2024,
1.approval of the annual financial statements for the financial year ended December 31, 2024,
2.approval of the consolidated financial statements for the financial year ended December 31, 2024,
3.allocation of the results for the financial year ended December 31, 2024,
4.allocation of losses carried forward to the share premium account,
5.review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code (financing agreements with Bpifrance),
6.renewal of the appointment of Mr. Donald Bergstrom as a member of the board of directors,
7.appointment of a new director (Mr. Andr Muller),
8.authorization to the Board of Directors to buy back shares of the Company,
Agenda under the competence of the extraordinary general meeting
9.authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization for to buy back its own shares,
10.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector),
11.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (credit institutions, investment services providers or members of an investment pool guaranteeing the completion of the considered issue),
12.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities, with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics (industrial companies, institutions or entities active in the health or biotechnology sector),
13.delegation of authority to be granted to the Board of Directors to increase the share capital by issuing ordinary shares or any other securities with cancellation of shareholders' preferential subscription rights in favor of a category of persons meeting specified characteristics in the framework of an equity or bond financing agreement,
14.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares or any other securities giving access to the share capital, with the shareholders' preferential subscription rights maintained,
15.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' preferential subscription rights by way of a public offering (other than the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code),
16.delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future through the issue of ordinary shares or any securities, with cancellation of the shareholders' preferential subscription rights by way of an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code,
17.delegation of authority to be granted to the Board of Directors to increase the number of each of shares to be issued in the event of a capital increase with or without preferential subscription rights,
18.overall limitations on the amount of issues made under the Tenth resolution to the Seventeenth resolution aforementioned.
19.delegation of authority to be granted to the board of directors to increase the share capital by incorporation of premiums, reserves, profits or other,
20.authorization to be granted to the Board of Directors to grant options to subscribe for or purchase ordinary shares in the Company, entailing a waiver by the shareholders of their preferential subscription rights,
21.authorization to be granted to the Board of Directors to proceed with free allocations of ordinary shares of the Company, to the benefit of employees and/or corporate officers of the Company and its subsidiaries, entailing the waiver by the shareholders of their preferential subscription rights,
22.delegation of authority to be granted to the board of directors to issue warrants giving the right to subscribe ordinary shares of the Company cancellation of the preferential right of subscription to the benefit of a category of persons meeting specific characteristics (persons who have entered into a service or consultant contract with the Company or with one of its subsidiaries),
23.determination of the total amount of the capital increases that may be carried out by virtue of the aforementioned authorization to grant options to subscribe for or purchase shares and the aforementioned authorization to grant free shares,
24.delegation of authority to be granted to the Board of Directors to proceed with an increase in the share capital, the subscription of which would be reserved for the members of a company savings plan established pursuant to Articles L. 3332-1 et seq. of the Labor Code,
25.amendment of Article 12 of the articles of association meeting of the Board of Directors ,
26.amendment of Article 18 of the articles of association relating to shareholders meetings.
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Approval of the annual financial statements for the financial year ended December 31, 2024
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors including the corporate governance report for the year ended December 31, 2024 and the statutory auditors' report on the annual financial statements and corporate governance,
approves the annual financial statements for the year ended December 31, 2024, resulting in a loss of 58,219,507.26 euros, as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports,
notes that the accounts do not show any expenses and charges referred to in Article 39-4 of the General Tax Code, nor any excess depreciation.
Approval of the consolidated financial statements for the financial year ended December 31, 2024
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having read the report on the management of the group during the financial year ending December 31, 2024 and on the consolidated financial statements for that year, as well as the auditors' report on the said financial statements,
approves the annual financial statements for the year ended December 31, 2024, resulting in a loss of 36,760,608 US dollars as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.
Allocation of the results for the financial year ended December 31, 2024
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the loss for the financial year ending December 31, 2024 amounts to 58,219,507.26 euros,
resolves to allocate said loss to the retained earnings account, which, as a result, will be negative up to this amount.
In accordance with Article 243 bis of the French General Tax Code, it is recalled that no dividend has been distributed for the last three financial years.
Allocation of losses carried forward to the share premium account,
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the retained earnings account amounts to 58,219,507.26 euros after allocation of the losses for the financial year ending December 31, 2024, and that the share premium account amounts to 252,760,468 euros as of December 31, 2024,
decides to charge all the losses recorded in the retained earnings account to the share premium account, which is thus reduced to 194,540,961 euros,
notes that as a result the retained earnings account is completely cleared.
Review of the agreements considered in articles L. 225-38 et seq. of the French Commercial Code (financing agreements with Bpifrance)
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the auditors' special report,
approves the renewal of the agreements entered into with Bpifrance, under which Bpifrance will finance over a 12-month period the Company's claim against the French Treasury in respect of the Research Tax Credit, the conclusion of which was authorized by the Board of Directors at its meeting of December 2024.
Renewal of the appointment of Mr. Donald Bergstrom as a member of the board of directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
notes that the term of office as Director of Mr. Donald Bergstrom is due to expire at the close of this General Meeting,
resolves to renew the terms of office of Mr. Donald Bergstrom for a term of three (3) years due to expire at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2027.
Mr. Donald Bergstrom has already accepted the renewal of his appointment.
Appointment of a new director (Mr. Andr Muller)
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
appoints Mr. Andr Muller as a new director for a term of three (3) years expiring at the end of the annual ordinary general meeting of shareholders called to approve the accounts for the financial year ending December 31, 2027.
Mr. Andr Muller has already accepted his appointment as a director and has declared that he does not hold any office in any other company that would prevent him from accepting such duties.
Authorization to the Board of Directors to buy back shares of the Company
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
authorizes the Board of Directors to acquire shares in the Company under the conditions set out in Articles L. 22-10-62 et seq. of the French Commercial Code,
resolves that the acquisition, sale or transfer of these shares may be carried out by any means, on one or more occasions, in particular on the market or over-the-counter, including by acquisition or sale of blocks, public offers, using option or derivative mechanisms, under the conditions provided for by the market authorities and in compliance with the applicable regulations,
resolves that the authorization may be used in order:
-to ensure the liquidity of the Company's shares under a liquidity agreement entered into with an investment services provider, in accordance with the market practice accepted by the financial markets authority with regard to share liquidity agreements,
-to honor obligations related to stock option programs, free share grants, employee savings schemes or other share allocations to employees and managers of the Company or its affiliates,
-to deliver shares on the exercise of rights attached to securities giving access to the capital,
-to purchase shares to be held and subsequently remitted in exchange or as payment market in the context of possible external growth transactions,
-to cancel some or all of the shares so repurchased,
-more generally, to operate for any purpose which may be authorized by law or any market practice which may be permitted by the market authorities, it being specified that in such a case the Company will inform its shareholders by means of a press release,
resolves to set the maximum unit purchase price per share (excluding fees and commissions) at 10 euros, with an overall ceiling of 10,000,000 euros, it being specified that this purchase price will be subject to any adjustments which may be necessary to take into account transactions affecting the share capital (in particular in the event of the incorporation of reserves and the free allocation of shares, share splits or reverse splits) which may occur during the period of validity of this authorization,
notes that the maximum number of shares which may be purchased pursuant to this resolution may not at any time exceed 10% of the total number of shares comprising the share capital at any time, it being specified that (i) when the shares are acquired for the purpose of promoting the liquidity of the Company's shares, the number of shares taken into account for the calculation of this limit will correspond to the number of shares purchased less the number of shares resold during the term of the authorization and (ii) when the shares are to be retained and subsequently remitted in payment or exchange in connection with a merger, demerger or contribution, the number of shares acquired may not exceed 5% of the total number of shares,
grants all powers to the Board of Directors, with the right to sub-delegate under the conditions provided for by law, to implement this authorization, to place all stock market orders, to conclude all agreements under the conditions permitted by law, to carry out all formalities, procedures and declarations with the financial markets authority and all other competent bodies and, in general, to do whatever is necessary.
This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same purpose.
Authorization to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization to buy back its own shares
The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings,
having reviewed the report of the Board of Directors and the Statutory Auditors' special report,
authorizes the Board of Directors, in accordance with Article L. 22-10-62 of the French Commercial Code, to cancel on one or more occasions up to a maximum limit of 10% of the amount of the share capital per twenty-four (24) month period all or part of the shares acquired by the Company and to reduce the share capital accordingly, it being specified that this limit applies to an amount of share capital which will, if applicable, be adjusted to take into account any transactions affecting it subsequent to the date of this Meeting,
resolves that any excess of the purchase price of the shares over their nominal value will be charged to the share, merger or contribution premium account or to any available reserve account, including the legal reserve, provided that this does not become less than 10% of the capital reduction performed,
grants all powers to the Board of Directors, with the right to sub-delegate under the conditions provided for by law, to carry out all acts, formalities or declarations with a view to finalizing the capital reductions that may be carried out by virtue of the present authorization and to amend the Company's Bylaws accordingly,
This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same purpose.
Delegation of authority to be granted to the Board of Directors to increase the share capital immediately or in the future by issuing ordinary shares and/or any securities, with cancellation of shareholders'
preferential subscription rights in favor of a category of persons meeting specified characteristics (investors with experience in the health or biotech sector)
The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings,