Full Press Release Details
Category: Notifications issued to company members
Sub-category: Invitation to the General Meeting
Publication date: SHAB 18.10.2024
Publicly viewable until: 18.12.2024
Publication number: UP04-0000006582
Wenger Vieli AG, Dufourstrasse 56, 8008 Z rich
Invitation to the extraordinary general meeting NLS Pharmaceutics
Organisation concerned:
NLS Pharmaceutics AG
General meeting details:
08.11.2024, 16:00 Uhr, at the premises of Wenger
Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland
The board of directors of NLS Pharmaceutics Ltd.
(the "Board of Directors"), with registered office at The Circle 6, 8058 Zurich, Switzerland (the "Company") is pleased
to invite you to the extraordinary shareholders' meeting (the "EGM") of the Company. The shareholders' meeting will be held
| Date: 8 November 2024 | |
| Doors open: 3.45pm (CET) | |
| Meeting time: 4.00pm (CET) | |
| Place: At the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland. |
The agenda items to be voted on, the voting instructions
and the appendices mentioned herein are provided in the Pdf-document attached hereto.
To the shareholders of
NLS Pharmaceutics Ltd., Zurich, Switzerland
Zurich, 17 October 2024
Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics
Ltd., Zurich, Switzerland
The board of directors of NLS Pharmaceutics Ltd.
(the "Board of Directors"), with registered office at The Circle 6, 8058 Zurich, Switzerland (the "Company")
is pleased to invite you to the extraordinary shareholders' meeting (the "EGM") of the Company. The shareholders' meeting
will be held as follows:
| - | Date: | 8 November 2024 |
| - | Doors open: | 3.45pm (CET) |
| - | Meeting time: | 4.00pm (CET) |
| - | Place: | At the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, Switzerland. |
The agenda items to be voted on, the voting instructions
and the appendices mentioned herein are provided below:
The agenda items and proposals of the Board
of Directors are as follows:
Explanation: The Company
entered into various agreements with investors to issue new shares as part of an important restructuring measure to ensure the Company's
survival and to make the Company eligible for future financing and strategic transactions. In accordance with these agreements, the Company
issued new shares through several capital increases, all approved by shareholders at the extraordinary general meeting dated 3 October
2024. However, the holders of the newly issued preferred shares are contractually entitled to convert their preferred shares into the
Company's common shares, for which the Company must have a sufficient number of common shares available. Additionally, the Company agreed
to issue common share warrants ("Warrants"), which must be backed by shares of the Company under Swiss law. Therefore,
the Company intends to conduct an ordinary capital increase to provide the required number of common shares for the conversion of preferred
shares to common shares and/or to cover all Warrants to be issued with underlying shares.
of Directors proposes to increase the share capital of the Company, by way of an ordinary capital increase, by CHF 29,887.20 (i.e. via
the issuance of 37,359 fully paid-in registered shares (common shares) in the Company ("New Shares")) and to issue the
New Shares at the following terms:
| 1. Total nominal value of the capital increase: | CHF 29,887.20 | ||
| 2. Amount to pay in: | CHF 29,887.20 (i.e. 100%) | ||
| 3. Number, nominal value and type of the new shares: | 37,359 registered shares (common shares) with a nominal value of CHF 0.80 each. | ||
| 4. Privileges of any class of shares: | The New Shares do not grant any preferential rights. | ||
| 5. Issue price: | Each New Share has an issue price of CHF 0.80. | ||
| 6. Payment of issue price: | The issue price will be paid in cash by wire transfer. | ||
| 7. Start of right to dividends: | The New Shares will be eligible to dividend payments as of their registration in the commercial register. | ||
| 8. Restriction or cancellation of subscription rights: | The subscription rights of the shareholders are excluded for good cause (i.e. to enable the Company to fulfil obligations incurred as part of urgent restructuring measures) within the meaning of Art. 652b of the Swiss Code of Obligations (CO). The subscription rights shall be allocated in the best interest of the Company. | ||
| 9. Transfer restrictions: | There are no transfer restrictions. |
Explanation: The Company
entered into various agreements with investors to issue new shares as part of an important restructuring measure to ensure the Company's
survival and to make the Company eligible for future financing and strategic transactions. In conjunction with these agreements, the Company
issued new common shares to investors ("Common Shares") - approved by shareholders at the extraordinary general
meeting dated 3 October 2024 - and agreed to partially convert these Common Shares into preferred shares ("Preferred Shares").
of Directors proposes to convert 598,539 Common Shares of the Company at a ratio of 1:1 into 598,539 Preferred Shares of the Company and
to amend article 3 paragraph 1 of the Articles as follows:
"Art. 3 - Share Capital,
The share capital of the Company
amounts to CHF 2,623,112 and is divided into 1,873,899 registered shares (common shares) with a nominal value of CHF 0.80 each and
1,404,991 registered shares (preferred shares) with a nominal value of CHF 0.80 each. The shares are fully paid-in.
Explanation: The Company
entered into various agreements with investors to issue new shares as part of an important restructuring measure to ensure the Company's
survival and to make the Company eligible for future financing and strategic transactions. In conjunction with these agreements, the Company
agreed to partially convert Common Shares and Preferred Shares into preferred participation certificates ("Preferred Participation
Certificates") and to implement the identical preferential rights enjoyed by holders of Preferred Shares for the holders of Preferred
Participation Certificates. In order to facilitate this, the Articles have to be amended accordingly.
of Directors proposes to convert 207,913 Common Shares and 806,452 Preferred Shares of the Company at a ratio of 1:1 into a total of 1,014,365
Preferred Participation Certificates of the Company, to amend article 3 paragraph 1 and to add a new article 3d to the Articles as follows:
"Art. 3 - Share Capital,
The share capital of the Company
amounts to CHF 1,811,620 and is divided into 1,665,986 registered shares (common shares) with a nominal value of CHF 0.80 each and
598,539 registered shares (preferred shares) with a nominal value of CHF 0.80
each. The shares are fully paid-in.
"Art. 3d - Participation
The participation capital amounts
to CHF 811,492 and is divided into 1,014,365 registered participation certificates (preferred participation certificates) with a nominal
value of CHF 0.80 each. The participation capital is fully paid in.
The preferred participation
certificates confer the following privileges: Dividends resolved by the general meeting are distributed to the holder of preferred shares
and preferred participation certificates until they have received 8% of the issue price of their preferred shares or preferred participation
certificates. If the dividend falls short of this amount, it shall be distributed among the holders of preferred shares and preferred
participation certificates according to the nominal values held by them. In second priority, the dividends are distributed to the holders
of common, preferred shares and preferred participation certificates in accordance with the statutory provisions. If new preferred participation
certificates are issued, the holders of preferred participation certificates shall have the right to subscribe for all newly issued preferred
participation certificates in proportion to their respective participation in the total nominal value of the preferred participation certificates.
If holders of preferred participation certificates do not exercise their subscription rights, these are offered once to the other holders
of preferred participation certificates for subsequent subscription. After that, any subscription rights not exercised by the holders
of preferred participation certificates shall be allocated to the holders of shares."
Explanation: The Company
entered into various agreements with investors to issue new shares as part of an important restructuring measure to ensure the Company's
survival and to make the Company eligible for future financing and strategic transactions. In conjunction with these agreements, the Company
issued Preferred Shares to investors - approved by shareholders at the extraordinary general meeting dated 3 October 2024 -
and agreed to implement preferred dividend distribution payments (at the terms below) for holders of Preferred Shares. In order to facilitate
the latter, the articles of association of the Company ("Articles") have to be amended accordingly.
of Directors proposes to amend the preferential rights of holders of Preferred Shares and to add the following section to article 3 paragraph
"The preferred shares confer
the following privileges: Dividends resolved by the general meeting are distributed to the holder of preferred shares and preferred participation
certificates until they have received 8% of the issue price of their preferred shares or preferred participation certificates. If the
dividend falls short of this amount, it shall be distributed among the holders of preferred shares and preferred participation certificates
according to the nominal values held by them. In second priority, the dividends are distributed to the holders of common, preferred shares
and preferred participation certificates in accordance with the statutory provisions. If new preferred shares are issued, the holders
of preferred shares shall have the right to subscribe for all newly issued preferred shares in proportion to their respective participation
in the total nominal value of the preferred shares. If holders of preferred shares do not exercise their subscription rights, these are
offered once to the other holders of preferred shares for subsequent subscription. After that, any subscription rights not exercised by