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MALMÖ, SE / ACCESS Newswire / February 25, 2025 / Ascelia Pharma (STO:ACE) Today, on 25 February 2025, an extraordinary general meeting was held in Ascelia Pharma AB. A summary of the adopted resolutions follows below.
Resolution on (A) employee option program; and (B) directed issue of warrants and approval of transfer of warrants
The general meeting resolved in accordance with the proposal from the board of directors to implement an employee option program for all employees of the company. The purpose of the employee option program is to secure a short-term commitment for the employees in the company through a compensation system which is linked to the company's future value growth.
The employee option program shall comprise a maximum of 4,840,000 employee options. Allotted employee options will vest in its entirety on 1 June 2026. Vesting is, subject to certain customary good leaver exceptions, conditional upon that the participant continues to be employed within the group and has not terminated the employment as of the date when the vesting occurs. Allotted and vested employee options can be exercised during the period as from 1 June 2026 up to and including 30 June 2026. The reason why the vesting and exercise period is less than three years is that the company in the near future is facing a period with specific milestones and goals that are vital for the company's short and long-term development. Therefore, the board of directors considers it important and necessary to increase the shareholder interest of the employees in order to be able to incentivize and encourage the employees to execute on the company's short-term plan to submit the New Drug Application (NDA) to the US Food and Drug Administration (FDA) and enter into commercialization partnerships for the orphan drug candidate Orviglance within expected timeframes and support the FDA review process and launch readiness preparations for a partner.
Each option entitles the holder a right to acquire one new ordinary share in the company against cash consideration at an exercise price amounting to SEK 4.06, which corresponds to 125 per cent of the volume weighted average share price of the company's ordinary share on Nasdaq Stockholm during 10 trading days immediately prior to the extraordinary general meeting on 25 February 2025. The employee option program includes a maximum profit level with the implication that if, upon notification of exercise of an employee option, the price last paid for the company's share at the stock exchange or trading venue where the share is then listed at closing on the trading day immediately preceding the notification of exercise would exceed SEK 25 per share, the number of shares that each employee option entitles to subscription of shall be reduced to such an extent that the participant cannot benefit from any profit that otherwise would exceed the above-mentioned closing price. The options shall be allotted without consideration and shall not constitute securities. Nor shall they be transferable or pledgeable.