Announcement from Acarix’s annual general meeting

Announcement from Acarix’s annual general meeting




Announcement from Acarix’s annual general meeting

Press release 
Malmö, Sweden, May 11, 2022  

Announcement from Acarixs annual general meeting

The annual general meeting 2022 (“AGM“) of Acarix AB (“Acarix” or the “Company“) was held today on 11 May 2022 in Stockholm and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet

The AGM resolved to adopt the income statement and the balance sheet in Acarix and the consolidated income statement and the consolidated balance sheet.

Allocation of profit

The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.

Discharge from liability

The board of directors and the CEO were discharged from liability for the financial year 2021.

Election of the board of directors, auditor and remuneration

The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall comprise four directors and no deputy directors. The AGM further resolved that the number of auditors shall be one registered audit firm.

It was further resolved, in accordance with the nomination committee’s proposal that the remuneration to the board of directors would amount to SEK 1,000,000 in total (SEK 1,000,000 previous year) and shall be paid to the board of directors and the members of the established committees as follows:

  • SEK 400,000 (SEK 400,000) to the chairman and SEK 200,000 (SEK 200,000) to the other directors; and
  • SEK 0 (SEK 0) to the chair of the audit and remuneration committee and the other members of the committees, respectively.

It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.

It was resolved, in accordance with the nomination committee’s proposal, to re-elect Marlou Janssen-Counotte, Ulf Rosén, Fredrik Buch and Philip Siberg as directors of the board. Philip Siberg was re-elected as new chairman of the board.

Öhrlings PricewaterhouseCoopers AB was re-elected as the Company auditor. Öhrlings PricewaterhouseCoopers has announced that Cecilia Andrén Dorselius will continue to act as main responsible auditor.

Principles for the nomination committee

It was resolved to adopt principles for the appointment of a nomination committee in accordance with the nomination committee’s proposal (unchanged from previous year).

Guidelines for remuneration to the senior executives

The AGM resolved, in accordance with the board of directors proposal, to adopt guidelines for remuneration to senior executives (unchanged from previous year).

Authorization for the board to issue shares, convertibles and/or warrants

The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding twenty (20) percent of the total number of shares in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.

Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions.

Employee stock option program

The AGM resolved, in accordance with the board of directors’ proposal, to establish an employee stock option program for senior executives, other employees and key individuals in the Company and the group in Sweden, Denmark, Germany and USA through issue and transfer of a maximum of 3,500,000 warrants, which may result in a maximum increase in the Company’s share capital of SEK 30,000. The warrants shall entitle to subscription of new shares in the Company.

The warrants shall, with deviation from the shareholders’ preferential rights, be subscribed for by the Company and Acarix Incentives AB, reg. no 559102-0044, and any other group company. The warrants are issued at no consideration.

Each warrant entitles to subscription of one new share in the Company during the period from 15 January 2023 up to an including 31 May 2026. Each warrant entitles to subscribe for one new share in the Company against cash payment at a subscription price corresponding to 130 percent of the average volume weighted price for the Company’s share as quoted on Nasdaq First North Premier Growth Market during the period from and including 30 December 2022 up to and including 13 January 2023.

The employee stock option program shall be offered, on one or several occasions, to (i) all existing and future senior executives and other employees in the group’s business in USA until and including 15 January 2023 and (ii) the existing and future key individuals that (personally or through companies) work in the group’s business in Sweden, Denmark, Germany or USA.

The allotted stock options will be vested over a three-year period in accordance with the following:

  • 40 percent of the allotted stock options will be vesting on 31 January 2023; and
  • 60 percent of the allotted stock options will be vesting in linear quarterly instalments from 1 February 2023 up to and including 1 March 2026.

Vesting requires that the participant is still active within the group and that the employment has not been terminated as of the date when the respective vesting occurs. If a participant ceases to be an employee or terminates his/her employment with the group before a vesting date, the already vested stock options may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.
The stock options shall be allotted without consideration. The stock options shall be governed by separate agreements with each participant. The holder can exercise allotted and vested stock options during the period from the vesting date up to and including 31 May 2026. The board of directors has the right to limit the number of dates for delivery of shares during the exercise period.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

For further details regarding the resolutions set out above, refer to the complete proposal in the notice and the annual report and the nomination committee’s proposals available at the Company’s website, www.acarix.com.

For more information contact: 
Helen Ljungdahl Round, CEO, phone +1 267 809 1225, +46 730 770283, email helen.round@acarix.com 
Christian Lindholm, CFO, phone +46 705 118333, email Christian.lindholm@acarix.com

The information was provided, through the agency of the above contact person, for publication at the time specified by the company’s news distributor, GlobeNewswire.

About Acarix: 
Acarix is a Swedish medical device company that innovates solutions for rapid AI-based rule out of coronary artery disease (CAD). The CE approved and FDA DeNovo cleared Acarix CADScor®System is intended for patients experiencing chest pain with suspected CAD and designed to help reduce millions of unnecessary, invasive and costly diagnostic procedures. The CADScor®System calculates a patient-specific CAD-score non-invasively in less than 10 minutes and can help rule out more than one third of patients with at least 96% certainty (in a population with approx. 10% CAD prevalence). Acarix is listed on the Nasdaq First North Premier Growth Market (ticker: ACARIX). Redeye AB (+46 (0)8 121 576 90, certifiedadviser@redeye.se) is Certified Advisor of Acarix. For more information, please visit www.acarix.com.

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