27 May 2021
Geneva, Switzerland, May 27, 2021 – RELIEF THERAPEUTICS Holding AG (SIX: RLF, OTCQB: RLFTF) ("Relief" or the "Company"), a biopharmaceutical company with its lead compound RLF-100TM (aviptadil) in advanced clinical development to treat severe COVID-19 patients, today gives notice of the Annual General Meeting (AGM) of shareholders to be held on June 18, 2021.
As a result of the exceptional circumstances due to the coronavirus pandemic, the AGM will be held without the physical presence of shareholders in accordance with article 27 of the Ordinance 3 on Measures to Combat the Coronavirus. Guidelines on how to deliver voting instructions can be found in the AGM formal invitation, which is being sent out today to registered shareholders.
1. Approval of the Annual Report, Statutory Financial Statements (balance sheet, income statement and notes) and Consolidated Financial Statements for the year 2020, Statutory Auditors' Report
2. Appropriation of Results
3. Discharge of the members of the Board of Directors and of the Executive Committee
4. Increase of the authorized share capital
5. Increase of the conditional share capital
6. Votes on the compensation of the members of the Board of Directors and of the Executive Committee
7.1 Re-election of existing members of the Board of Directors
7.2 Election of new members of the Board of Directors - Dr. Patrice P. Jean and Paolo Galfetti
7.3 Re-election of the Chairman of the Board of Directors
7.4 Re-election of the members of the Nomination and Compensation Committee
7.5 Re-election of the Independent Voting Rights Representative
7.6 Re-election of the Auditors
The full agenda is available for download on the Company’s website (https://relieftherapeutics.com/investor-relations).
The Board of Directors recommends that the General Meeting approves the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements for the year ended 31 December 2020.
The Board of Directors proposes to carry forward the loss for the year 2020 in the amount of CHF 20'009'867.
The Board of Directors recommends that the General Meeting grants discharge to the members of the Board of Directors and of the Executive Committee.
Increase of authorized capital and of conditional share capital
The authorized share capital is intended for the future financing of the Company, as required in connection with future projects as well as for responding quickly to strategic business opportunities. The Board of Directors proposes to maintain an authorized share capital of around but not more than 50% of the ordinary share capital and, therefore, to increase the amount of the existing authorized share capital from CHF 11'250'000.00 to CHF 16'850'000.00.
Like the authorized share capital, conditional capital 3b2 provides the Company with the flexibility to quickly obtain financing but allows for the use of certain financial instruments carrying derivative features. The Board of Directors proposes to maintain a total conditional share capital of around but not more than 50% of the ordinary share capital and, therefore, to increase the amount of the existing conditional share capital from CHF 2'533'413.33 to CHF 15'630'000.00.
Votes on the compensation of the members of the Board of Directors and of the Executive Committee
The Board of Directors recommends a maximum amount of CHF 1'500'000 (both fixed and variable compensation, including stock options and other, but excluding employer social security contributions) for the members of the Board of Directors for the period from the 2021 AGM until the 2022 AGM and a maximum total compensation of CHF 5'000'000 for the members of the Executive Committee for the financial year 2022.
These compensation amounts are the same amounts approved by the December 2020 Extraordinary General Meeting for the prior period (from the 2020 AGM until the 2021 AGM for the Board compensation and for financial year 2021 for the Executive Committee compensation).
The Board of Directors proposes to re-elect: (i) the members of the Board of Directors (Dr. Raghuram Selvaraju and Dr. Thomas Plitz), (ii) the members of the Nomination and Compensation Committee (Dr. Raghuram Selvaraju and Dr. Thomas Plitz), (iii) the Chairman of the Board of Directors (Dr. Raghuram Selvaraju), (iv) the Independent Voting Rights Representative (Thomas Hua), and (v) the Auditors (MAZARS SA).
Election of Dr. Patrice P. Jean as new member of the Board of Directors
Dr. Patrice P. Jean is the Chair of the Life Sciences Practice at Hughes Hubbard & Reed, an international law firm based in New York City. She has over a decade of experience counselling leading and startup pharmaceutical, chemical and biotechnology companies in all areas of patent law, including asserting and defending patent rights underlying core technologies and innovations. Dr. Jean graduated summa cum laude from Xavier University of Louisiana in 1993 with a degree in biochemistry, and she holds a Ph.D. in molecular biology from Princeton University. She graduated from Columbia University School of Law in 2002, where she was Editor-in-Chief of the Columbia Science & Technology Law Review. Dr. Jean currently serves as Vice-President of the New York Intellectual Property Law Education Foundation and is a Board member of the New York Intellectual Property Law Association.
Election of Paolo Galfetti as new member of the Board of Directors
Paolo Galfetti is the Chief Executive Officer of APR Applied Pharma Research S.A. (APR). Under the recently signed binding term sheet between Relief and APR, APR is entitled to appoint a designee to serve on the Relief Board of Directors. Mr. Galfetti has over twenty years of management experience in the pharmaceutical sector, including in the areas of business development and licensing, operational strategic management, clinical research, and pharmaceutical discovery and development. He joined APR in 1995 as head of licensing and business development and was appointed Chief Executive Officer (CEO) in 2002. Under his leadership, APR has brought its first product onto the market and developed a rich pipeline of product candidates. He also was a founding partner, CEO and board member of the Institute for Pharmacokinetic and Analytical Studies AG (IPAS), a Swiss contract research organization (CRO), as well as CEO and board member of Farma Resa s.r.l., an Italian CRO. Mr. Galfetti is a Chartered Financial Analyst (CFA) and has a bachelor’s degree in economics from the Commercial University Bocconi, Milan, Italy. He is a member of several pharma licensing groups.
Relief focuses primarily on clinical-stage programs based on molecules with a history of clinical testing and use in human patients or a strong scientific rationale. Relief’s lead drug candidate RLF-100TM (aviptadil), a synthetic form of Vasoactive Intestinal Peptide (VIP), is in late-stage clinical testing in the U.S. for the treatment of respiratory deficiency due to COVID-19. As part of its pipeline diversification strategy, in March 2021, Relief entered into a Collaboration and License Agreement with Acer Therapeutics for the worldwide development and commercialization of ACER-001. ACER-001 is a taste-masked and immediate release proprietary powder formulation of sodium phenylbutyrate (NaPB) for the treatment of Urea Cycle Disorders and Maple Syrup Urine Disease.
RELIEF THERAPEUTICS Holding AG is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbol RLFTF. For more information, visit www.relieftherapeutics.com. Follow us on LinkedIn.
RELIEF THERAPEUTICS Holding AG:
Raghuram (Ram) Selvaraju, Ph.D., MBA
Chairman of the Board
MC Services AG
Tel.: +49 (0) 211-529-252-22
Disclaimer: This communication expressly or implicitly contains certain forward-looking statements concerning RELIEF THERAPEUTICS Holding AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of RELIEF THERAPEUTICS Holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. RELIEF THERAPEUTICS Holding AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.