Full Press Release Details
NOTICE OF EXTRAORDINARY GENERAL MEETING
11 JANUARY 2024 AT 15:00 (CET)
The board of directors hereby convenes an extraordinary general
meeting of Evaxion Biotech A/S, company registration (CVR) no. 31 76 28 63 (the "Company"), to be held on
11 January 2024 AT 15:00
at Evaxion Biotech A/S, Dr Neergaards Vej 5F, 2970 H rsholm,
The board of directors proposes that
attorney-at-law Lars L thjohan be elected as chairman of the general meeting.
The board of directors proposes to
amend the articles of association by increasing the current authorization in article 2.5 of the articles of association to issue warrants
to members of the company's board of directors and executive management as well as key-employees, advisors and consultants of the company
or its subsidiaries and increase the share capital from a nominal value of DKK 6,568 to nominal value DKK 1,000,000.
The board of directors specifically
proposes that the existing authorization in article 2.5 is amended as follows:
"The board of directors
is until 3 January 2026 authorized at one or more times to issue warrants to members of the company's board of directors and executive
management as well as employees, advisors and consultants of the company or its subsidiaries entitling the holder to subscribe for shares
for a total of up to nominal value of DKK 1,000,000 without pre-emptive subscription rights for the company's shareholders. The exercise
price for the warrants issued according to this authorization shall be determined by the board of directors at market price or at a discount
price. The board of directors shall determine the terms for the warrants issued and the distribution hereof.
At the same time, the board of
directors is authorized until 3 January 2026 at one or more times to increase the company's share capital with up to nominal value of
DKK 1,000,000 without pre-emptive rights for the company's shareholders by cash payment in order to implement the capital increase related
to exercise of warrants. In accordance with this clause the board of directors may increase share capital with a minimum nominal value
of DKK 1.00 and a maximum nominal value of DKK 1,000,000.
The shares issued based on exercise
of warrants shall be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's
register of shareholders. The shares shall be subject to the same restrictions on transferability as the existing shares of the Company
and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment is allowed. The shares shall be with
the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends
and other rights in the company from the time of registration of the capital increase with the Danish Business Authority."
The board of directors proposes to
amend the articles of association by increasing the current authorization in article 2.10 of the articles of association to issue warrants
warrants to investors, lenders, consultants and/or advisors in the company or its subsidiaries and increase the share capital from a
nominal value of DKK 20,123,102 to nominal value DKK 47,000,000.
The board of directors specifically
proposes that the existing authorization in article 2.10 is amended as follows:
"The board of directors
is until 1 May 2027 authorized at one or more times to issue warrants to investors, lenders, consultants and/or advisors in the company
or its subsidiaries entitling the holder to subscribe for shares for a total of up to nominal value of DKK 47,000,000 without pre-emptive
subscription rights for the company's shareholders. The exercise price for the warrants issued according to this authorization shall
at the time of issuance be determined by the board of directors at minimum market price. The board of directors shall determine the terms
for the warrants issued and the distribution hereof.
At the same time, the board of
directors is authorized until 1 May 2027 at one or more times to increase the company's share capital with up to nominal value of DKK
20,123,102 without pre-emptive rights for the company's shareholders by cash payment in order to implement the capital increase related
to exercise of warrants. In accordance with this clause the board of directors may increase share capital with a minimum nominal value
of DKK 1.00 and a maximum nominal value of DKK 47,000,000. The board of directors is authorized to make the required amendments to the
Articles of Association if the authorization to increase the share capital is used and to cause such shares to be deposited with a depositary
bank and the simultaneous issuance of American Depositary Shares.
The shares issued based on exercise
of warrants shall be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's
register of shareholders. The shares shall be subject to the same restrictions on transferability as the existing shares of the company
and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment is allowed. The shares shall be
with the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends
and other rights in the company from the time of registration of the capital increase with the Danish Business Authority."
The board of directors proposes to
amend the articles of association by increasing the current authorization in article 3.1 of the articles of association to increase the
company's share capital without pre-emptive subscription rights for the company's shareholders and increase the share capital
from a nominal value of DKK 33,045,724 to nominal value DKK 47,000,000.
The board of directors specifically
proposes that the existing authorization in article 2.10 is amended as follows:
"The board of directors
is until 1 May 2027 authorized at one or more times to increase the company's share capital by up to nominal DKK 47,000,000 without
pre-emptive subscription rights for the company's shareholders. Capital increases according to this authorization must be carried
out by the board of directors by way of cash contributions. The shares may be issued at market price or at a discount to the listed price
of the ADSs as determined by the board of directors. The board of directors is authorized to make the required amendments to the articles
of association if the authorization to increase the share capital is used and to cause such shares to be deposited with a depositary
bank and the simultaneous issuance of American Depositary Shares representing such shares.
For shares issued pursuant to
this section 3.1 the following shall apply: The new shares shall be non-negotiable instruments issued in the name of the holder and registered
in the name of the holder in the company's register of shareholders. The new shares shall be subject to the same restrictions on transferability
as the existing shares of the Company and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment
is allowed. The shares shall be with the same rights as the existing share capital and shall not belong to a specific share class. The
shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the
Danish Business Authority.
The board of directors proposes to
amend the articles of association by increasing the current authorization in article 3.2 of the articles of association to increase the
company's share capital by the issuance of new shares with pre-emptive subscription rights for the company's shareholders and
increase the share capital from a nominal value of DKK 5,500,000 to nominal value DKK 11,000,000.
The board of directors specifically
proposes that the existing authorization in article 2.10 is amended as follows:
"The board of directors
is until 3 January 2026 authorized at one or more times to increase the company's share capital by the issuance of new shares with up
to nominal DKK 11,000,000 with pre-emptive subscription rights for the company's shareholders. Capital increases according to this authorization
shall be carried out by the board of directors by way of cash contributions. The shares may be issued at market price or at a discount
price as determined by the board of directors.
For shares issued pursuant to
this section 3.2 the following shall apply: The new shares shall be non-negotiable instruments issued in the name of the holder and registered
in the name of the holder in the company's register of shareholders. The shares shall be subject to the same restrictions on transferability
as the existing shares of the Company and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment
is allowed. The shares shall be with the same rights as the existing share capital and shall not belong to a specific share class. The
shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the
Danish Business Authority."
Per 15 July 2023 the company has
lost more than half of its subscribed share capital, accordingly the board of directors under the Danish Companies Act must consider,
report and account for the company's financial position, and if necessary, make proposals to the general meeting for the re-establishing
of the company's share capital.
The board of directors will inform
the general meeting of the ongoing process of re-establishing the company's share capital.