Press Releases

Communiqué from annual general meeting in Emplicure AB (publ)

The annual general meeting in Emplicure AB (publ) (the "Company") was held on Wednesday 6 April 2022 in the premises of United Spaces, Rådhuset Vaksalagatan 2, Uppsala.

Adoption of the income statement and balance sheet and consolidated income statement and balance sheet

The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and balance sheet for the 2021 financial year.

Disposition of results

The annual general meeting resolved, in accordance with the board of directors' proposal, to carry the accumulated loss forward in new account.

Discharge from liability

The annual general meeting granted the members of the board of directors and the managing director discharge from liability for the management of the Company's business for the financial year 2021.

Board of directors and auditor

In accordance with the proposal of the nomination committee, the general meeting resolved on re-election of the board members Gunilla Ekström, Ingemar Kihlström, Johan Wieslander and Håkan Engqvist and election of Gisela Sitbon as a new board member. The general meeting was informed that Thomas Lundqvist had declined re-election. Gisela Sitbon was elected as chairman of the board of directors. In accordance with the proposal of the nomination committee, the annual general meeting further resolved that the chairman shall receive remuneration with SEK 250,000 and that every other board member shall receive remuneration with SEK 125,000 until the next annual general meeting.

In accordance with the proposal of the nomination committee, the annual general meeting resolved to appoint the auditing firm Öhrlings PricewaterhouseCoopers AB (PwC) as auditor until the end of the next annual general meeting. The annual general meeting further resolved, in accordance with the proposal of the nomination committee, that the auditor shall receive remuneration according to approved invoice.

Principles for the appointment of the nomination committee ahead of the next annual general meeting

The annual general meeting resolved to adopt principles for the appointment of the nomination committee ahead of the next annual general meeting in accordance with the proposal of the board of directors. It was resolved that the Company's nomination committee shall consist of four members which shall carry out the tasks which, pursuant to the Swedish Code of Corporate Governance, shall be carried out by the nomination committee. The nomination committee shall, besides the chairman of the board of directors, be comprised of one representative of each of the three largest shareholders in the Company in terms of votes as per the last banking day in September. The chairman of the nomination committee shall, unless the members of the committee unanimously decides otherwise, be the member who represents the largest shareholder with regards to the number of votes.

Adoption of an incentive program intended for the Company's employees and directed warrant issue

The annual general meeting resolved in accordance with the board of directors' proposal to (A) introduce an employee stock option program, in accordance with the rules for qualified employee stock options, intended for the Company's employees and to (B) carry out a directed issue of warrants to the Company, to ensure the Company's delivery of shares under the employee stock option program. The decisions under item A and B above were taken together.

The program include not more than 411 160 employee stock options which shall be assigned to the program participants free of charge. Each employee stock option shall entitle the participant to acquire one (1) new share in the Company at an exercise price of 8 SEK. The incentive program shall be directed to employees of the Company and its subsidiaries. The board of directors may also allocate and allot employee stock options to persons being employed by the Company or its subsidiaries before the end of the financial year 2022. The managing director of the Company may be allocated a maximum of 102 790 employee stock options and other employees may be allocated a maximum of 80 000 employee stock options each. The right to participate in the employee stock option program is conditioned upon the participant entering into a qualified employee stock option agreement with the Company on, inter alia, the terms and conditions under item 5 in the proposal. The employee stock options may be exercised for subscription of shares at the earliest of three years after the participant has signed the qualified stock option agreement with the Company and not later than June 30, 2026. The board of directors, or the person appointed by the board of directors shall be responsible for the design and management of the qualified employee stock option program in accordance with the material terms and conditions of the annual general meeting's decision.

If all warrants are exercised for subscription of shares, the Company's registered share capital will increase by a maximum of SEK 20,558 (based on the current share quota value). The dilutive effect as a result of the employee stock option program is calculated to be circa two (2) percent of the shares and votes in the Company, based on the current number of shares in the Company and assuming all warrants are exercised for subscription of shares.

The resolution was supported by shareholders holding more than nine-tenths (9/10) of the votes cast and the shares represented at the general meeting.

Adoption of an incentive program intended for the Company's board of directors and one board member in the Company's subsidiary and directed warrant issue

The annual general meeting resolved, in accordance with the proposal from shareholders representing circa 30 percent of the shares in the Company, to (A) introduce an employee stock option program, in accordance with the rules for qualified employee stock options, intended for the Company's board of directors and one board member in the board of directors of Company's subsidiary Amplicon AB, and to (B) carry out a directed issue of warrants to the Company, to ensure the Company's delivery of shares under the employee stock option program. The decisions under item A and B above were taken together.

The program include not more than 616 740 employee stock options which shall be assigned to the program participants free of charge. Each employee stock option shall entitle the participant to acquire one (1) new share in the Company at an exercise price of 8 SEK. The incentive program shall be directed to the Company's board of directors and to Thomas Hammargren, as board member of the subsidiary Amplicon AB's board of directors. The board of directors, or the person appointed by the board of directors shall be responsible for the allocation and allotment of the employee stock options. The board of directors may also allocate and allot employee stock options to persons being elected as members of the Company's board of directors by the general meeting during 2022. Each participant may be allocated a maximum of 411 160 employee stock options. The right to participate in the employee stock option program is conditioned upon the participant entering into a qualified employee stock option agreement with the Company on inter alia, the terms and conditions under item 5 in the proposal. The employee stock options may be exercised for subscription of shares at the earliest of three years after the participant has signed the qualified stock option agreement with the Company and not later than June 30, 2026.

If all warrants are exercised for subscription of shares, the Company's registered share capital will increase by a maximum of SEK 30,837 (based on the current share quota value). The dilutive effect as a result of the employee stock option program is calculated to be circa three (3) percent of the shares and votes in the Company, based on the current number of shares in the Company and assuming all warrants are exercised for subscription of shares.

The resolution was supported by shareholders holding more than nine-tenths (9/10) of the votes cast and the shares represented at the general meeting. It was noted that the board member Håkan Engqvist will not participate in the incentive program.

Authorization to the board of directors to resolve on new issue

The annual general meeting authorized the board of directors to, for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to increase the company's share capital by an issue of new shares, warrants and or convertible instruments. The board of directors may, in accordance with the annual general meeting's resolution, adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders' pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. The board of directors may not however adopt decisions that results in an increase of the company's share capital with more than ten (10) per cent in relation to the existing share capital when the authorisation was first used. An issue in accordance with this authorization shall be on market conditions.The resolution was supported by shareholders holding more than two thirds (2/3) of the votes cast and the shares represented at the general meeting

_______________________

All resolutions at the annual general meeting were adopted unanimously.

For more information, please contact:

Torbjorn W. Larsson
CEO
Phone: +46 (0)70 747 65 99
Email: torbjorn.walkerlarsson@emplicure.com

Erik Magnusson
CFO, Investor Relations
Phone: +46 (0)70 856 52 45
Email: erik.magnusson@emplicure.com

This information is information that Emplicure AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The informationen was submitted for publication, through the agency of the contact persons above, on April 6, 2022 at 16:00 CET.

Adviser
Emplicure AB (publ) is listed on the Nasdaq First North Growth Market. Certified Adviser is Mangold Fondkommission AB, +46 8 503 015 50, or via ca@mangold.se

Emplicure is a pharmaceutical company developing new and innovative drugs by combining existing and approved active substances, and advanced materials science within ceramic biomaterials. The product portfolio is focused on chronic pain, and with abuse deterrent formulations. The wholly owned subisidiary, Amplicon AB develops consumer products, with white tobacco-free nicotine pouches as the first product. Read more at www.emplicure.com

2022-06-22
Regulatory

Amplicon, a wholly owned subsidiary of Emplicure AB that focuses on developing consumer products, successfully showcased two dry white nicotine-pouch products at the Global Forum on Nicotine in Warsaw on 16-18 June 2022.

2022-06-16
Regulatory

Emplicure's CEO Torbjörn Walker Larsson presented the company at Aktiespararnas Småbolagsdagar in Stockholm yesterday. If you could not participate or missed the event, click on the link below to watch the presentation in streaming mode.

2022-06-15
Regulatory

Amplicon, a wholly owned subsidiary of Emplicure AB (publ), that focuses on developing consumer products, today announced that it has filed at the European Union Intellectual Property Office (EUIPO) for a trademark registration for its leading product.

2022-05-17
Regulatory

Emplicure AB (publ) ("Emplicure" or the "Company") announces the outcome of the exercise of warrants of series TO1, which were issued during the second quarter of 2021. A total of 5,902,512 warrants of series TO1 were exercised, corresponding to approximately 61.5 percent of outstanding warrants of series TO1, for subscription of 5,902,512 shares at a subscription price of SEK 2.09 per share. Through the exercise of the warrants of series TO1, Emplicure receives approximately SEK 12.3 million before issue costs.

2022-05-11
Regulatory

Johan Wieslander, who is a board member of Emplicure AB (publ) ("Emplicure" or the "Company"), has acquired an additional 1,500,000 warrants of series TO1, in addition to the warrants previously held by him that have already been exercised for subscription of shares in the Company. Johan Wieslander  has exercised the the additional 1,500,000 warrants for subscription of 1,500,000 shares in the Company, meaning that the Company receives approximately SEK 3.1 million.

2022-05-11
Regulatory

Today, May 11 2022, is the last day for trading with warrants of series TO1 in Emplicure AB (publ) ("Emplicure" or the "Company"). The subscription period runs up to and including May 13 2022. Each warrant of series TO1 entitles the holder to subscribe for one (1) new share in the Company at a price of SEK 2.09 per share.

2022-05-05
Regulatory

Members of the board of directors and management team of Emplicure AB (publ) ("Emplicure" or the "Company") intend to exercise held warrants of series TO1 and enter into a lock-up undertaking comprising all securities held by such persons at the time of the undertaking as well as the shares obtained through exercise of the warrants of series TO1. The number of warrants of series TO1 that the board of directors and the management team intend to exercise amounts to 588,227 warrants, corresponding to 6.1 percent of outstanding warrants of series TO1, corresponding to a subscription of 588,277 new shares to a value of approximately SEK 1.2 million. The lock-up commitments comprise 31.5 percent of the shares in the Company, calculated based on the number of shares in the Company at the time of this press release, and the commitments run up to and including 31 December 2022. The lock-up commitments also include the subscribed shares in connection with the exercise of warrants of series TO1. If all the warrants of series TO1 are exercised, the lock-up commitments will comprise 23.4 percent of the shares in the Company.

2022-04-29
Regulatory

Today, April 29 2022, the subscription period for warrants of series TO1 in Emplicure AB (publ) ("Emplicure" or "the Company") begins. The subscription period runs up to and including 13 May 2022. Each warrant of series TO1 entitles the holder to subscribe for one (1) new share in the Company at a price of SEK 2.09 per share. In order for the warrants not to expire without value, it is required that the holder actively subscribes for shares no later than 13 May 2022, or alternatively sells the warrants no later than 11 May 2022.

2022-04-28
Regulatory

During the second quarter of 2021, Emplicure AB (publ) ("Emplicure" or "the Company") issued 9,600,000 warrants of series TO1. Each warrant entitles the holder to subscribe for one (1) new share in the Company. According to the board of directors' resolution, which was resolved pursuant to the authorization by the annual general meeting held on 13 April 2021, the subscription price for the warrants of series TO1 shall be set at 70 percent of the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the measurement period from and including 12 April 2022 up to and including 27 April 2022, provided however that the subscription price may not be determined to an amount less than the quota value for the Company's shares and not be determined to an amount exceeding SEK 6.23 per share. The volume-weighted average price of the Company's share during the measurement period amounted to approximately SEK 2.98 and the subscription price has thus been set at SEK 2.09. Subscription of shares with through the exercise of warrants of series TO1 shall be made during the period from and including 29 April 2022 up to and including 13 May 2022.

2022-04-26

Under årets första kvartal har vi tagit viktiga steg i arbetet med att vidareutveckla och optimera formuleringarna i våra två huvudprojekt, Empli03 och Amp01, där vi följer den plan vi presenterade i samband med börsintroduktionen.

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