The EGM
The notice of the EGM will be published through a separate press release.
On the agenda for the EGM is (i) a proposal to reduce the share capital of the Company (by transfer to a special reserve fund ("henlæggelse til særlig reserve") by way of a proportionate reduction of the nominal value of each share of the Company, (ii) a proposal to authorize the board of directors to issue new shares with pre-emptive subscription rights for the Company's existing shareholders, and (iii) a proposal to authorize the board of directors to issue new shares without pre-emptive subscription rights for the Company's existing shareholders.
The purpose of the first proposal is to reduce the nominal value of the shares of the Company below market price in order for the Company to be able to issue new shares in the Rights Issue, as currently the market price of the Company's shares are below the nominal value of the shares (and as shares cannot be issued at a price below nominal value per share under Danish law). The purpose of the second and third proposal is to authorize the board of directors to initiate and complete the Rights Issue. In respect of the third proposal (regarding an authorization to issue shares without pre-emptive subscription rights), this is intended to give the board of directors the authorization to issue new shares (as part of the Rights Issue) to a lender of the Company subscribing for shares by way of debt conversion (if relevant), but otherwise on the exact same terms (including price) as will apply to shares issued in the Rights Issue (this being a pivotal step towards elimination outstanding debt obligations).
Right Issue
It is a condition for initiating and completing the Rights Issue, that the proposals on the EGM are adopted. Provided that the proposals on the EGM are adopted, the Company intends to initiate the Rights Issue by publishing a memorandum regarding the Rights Issue around the middle of
The full and exact timetable of the Rights Issue have not yet been finally determined. The Company expects to publish this in 2-4 weeks.
The Company has secured approximately
Furthermore, the Company anticipates conducting a reverse split following the Rights Issue, aiming to reduce the number of shares in the market. More detailed information on this will be provided in the near future.
Memorandum
Full terms and conditions for the Rights Issue as well as other information about the Company and further information about subscription commitments will be included in the Memorandum regarding the Rights Issue that the Company is expected to publish around the middle of
- "For some time, we have been exploring ways to rebuild the Company's capital. We have now reached an agreement with the Company's major stakeholders and we have identified a path forward.
- With success from the Rights Issue, this will provide the necessary capital for the Company to facilitate its plans of operational break-even by Q4-2024, and furthermore we will achieve our intentions to eliminate our existing outstanding debt to reach a debt free status, at the same time as it allows us to penetrate and develop new market shares through new product launches.
- It pleases me to announce that we are inviting all of our current shareholders to seize this opportunity for a reset, following our revised strategy. This initiative is intended to mark a fresh and new beginning for us.
- I hope everyone will take advantage of this unique opportunity," concludes
Carsten Trads .
Reasons for the Rights Issue
Preliminary timetable for the Rights Issue
Notice of extraordinary general meeting | |
Extraordinary general meeting | |
Expiry of 4-week notice period ("proklama") | |
Publication of Memorandum | |
Record date | |
First day of subscription period | |
Last day of subscription period |
Use of the proceeds:
Use of the proceeds in summary:
- Achieving a debt-free status (lenders guarantee in total 100% of their entire loan in the transaction, equal approx.
DKK 7.0 million ). -
Penetrate and developing new market shares (DK).
- Progressing new product submissions (regulatory affairs).
Nordic Growth Opportunities 2
As part of the Rights Issue, the Company has reached a settlement with Nordic Growth Opportunities 2 ("NGO2"), whereby the Company and NGO2 have agreed to terminate the current agreement entered as of
As part of the agreement with NGO2, it has also been agreed that NGO2 is under lock-up in terms of selling their current shareholding, as well as any further conversion thereof, until the completion of the Rights Issue.
Advisors
Mazanti-Andersen is acting as the legal adviser of
About
For more information, visit: www.dancann.com
For further information, please contact:
E-mail: jkr@dancann.com
Forward-looking-statement:
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company's business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company's research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
This disclosure contains information that
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