18 December 2020
Geneva, Switzerland, December 18, 2020 – 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, announces that all agenda items of yesterday's Extraordinary General Meeting (“EGM”) were approved with a large majority (more than 90 percent) of the represented votes.
As a result of the exceptional circumstances due to the coronavirus pandemic, the EGM was held without the physical presence of shareholders, representatives and third parties in accordance with the requirements of the Ordinance of the Swiss Federal Council regarding measures on combatting the coronavirus. 1,712 shareholders voted through the independent proxy, representing a total of 1,613,044,768 shares, or 49.68% of the total outstanding shares (3,246,727,248).
1. Election of the Chair of the Extraordinary General Meeting
2. Election of Tom Plitz as new member of the Board of Directors
3. Votes on the compensation of the members of the Board of Directors and of the Executive Committee
4. Increase of authorized share capital
5. Increase of conditional share capital 3b2
Election of Tom Plitz as new member of the Board of Directors
Tom is Chief Executive Officer of Chord Therapeutics SA, a privately held biopharmaceutical firm based in Geneva, Switzerland. He has more than two decades of experience in pharmaceutical R&D, most recently as Chief Scientific Officer of the rare disease company Wilson Therapeutics. Wilson Therapeutics was acquired for USD 855 million by Alexion Pharmaceuticals in April 2018. Tom’s previous assignments include senior roles at Serono, Merck, and Shire, where he worked across multiple therapeutic areas, including neuroinflammatory, metabolic, and rare diseases. Tom holds a Ph.D. from Technical University of Munich, Germany.
The Board has today accepted the resignation of Peter Egon de Svastich as a member of the Board of Relief. The Board warmly thanks him for his contribution to the success of the Company.
The members of the Relief Board of Directors are Raghuram (Ram) Selvaraju (Chairman), Thomaz Burckhardt and Tom Plitz.
Dr. Jonathan Javitt did not accept his nomination, as announced at the 2020 Ordinary General Meeting, to join the Relief Board of Directors.
Votes on the compensation of the members of the Board of Directors and of the Executive Committee
The EGM approved the increase in the compensation pool available for the remuneration of members of the Board of Directors from CHF 1,000,000 to CHF 1,500,000 for the period from the Ordinary General Meeting 2020 until the Ordinary General Meeting 2021. Similarly, an increase in the remuneration of management was approved in the amount of CHF 5,000,000 for the financial year 2021.
Increases of authorized capital and of conditional share capital 3b2
The EGM approved the modification of the authorized share capital from 1,056,726,052 shares to 1,250,000,000 shares and an increase of the conditional share capital from 740,329,636 shares to 960,000,000 shares.
As explained in the EGM invitation, recent issuances of 620,000,000 new shares out of the conditional share capital 3b2 were not yet reflected in the Articles of Association. In addition, 86,658,667 new shares were issued from the conditional share capital 3b2 after publication of the EGM invitation. A total of 706,658,667 shares were already issued prior to the EGM and were therefore included in the increased amount of the conditional share capital 3b2 as set forth in the Articles of Association immediately after the EGM, resulting in an available conditional share capital 3b2 of 253,341,333 shares.
Relief would also like to take the opportunity to make certain clarifications to an article by CNBC referencing an interview with Raghuram Selvaraju, Ph.D., MBA, Chairman of the Board of Relief, which was published on December 14, 2020.
Relief stated that while other pharmaceutical companies such as Gilead and Eli Lilly have been granted stockpiling contracts by U.S. government agencies/programs such as Operation Warp Speed, Relief did not make any representations that it would receive stockpiling orders.
Further, Relief has not directly had any discussions with Operation Warp Speed or any other U.S. government agency.
Raghuram (Ram) Selvaraju, Chairman of the Board of Relief, commented: "We are ever thankful to our shareholders for their trust in us and their faith in the future on Relief. I would also like to express my gratitude to the entire Relief team for their tireless efforts and accomplishments this year. 2020 has been an extraordinary year in the history of Relief. We now look forward to further successes in 2021."
Relief focuses primarily on clinical-stage programs based on molecules of natural origin (peptides and proteins) with a history of clinical testing and use in human patients or a strong scientific rationale. Currently, Relief is concentrating its efforts on developing new treatments for respiratory disease indications. Its lead drug candidate RLF-100TM (aviptadil), synthetic vasoactive intestinal peptide (VIP), is being investigated in two placebo-controlled U.S. phase 2b/3 clinical trials in respiratory deficiency due to COVID-19. RLF-100TM is believed to be the first COVID-19 therapeutic to demonstrate the ability to block replication of the SARS-CoV-2 virus in human lung cells and monocytes, while also preventing synthesis of cytokines in the lung. Since July 2020, severe COVID-19 patients have been treated with RLF-100TM under U.S. FDA Emergency Use Investigational New Drug (IND) authorization and Expanded Access Protocol authorization for the treatment of respiratory failure in COVID-19. Relief also holds a patent issued in the United States and various other countries covering potential formulations of RLF-100TM.
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.
RELIEF THERAPEUTICS Holding AG
Raghuram (Ram) Selvaraju, Ph.D., MBA
Chairman of the Board
FOR MEDIA/INVESTOR INQUIRIES:
MC Services AG
Anne Hennecke / Brittney Sojeva
Tel.: +49 (0) 211-529-252-14
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.