GENEVA, June 12, 2014 (GLOBE NEWSWIRE) -- Addex Therapeutics (SIX: ADXN) announced today the publication of its Annual General Meeting Agenda. The Company will hold its Annual General Meeting on 27 June 2014 at 11am at its offices at Chemin des Aulx 14, CH1228 Plan-les-Ouates, Geneva, Switzerland.
In accordance with the restructuring of the Group that took place in 2013, André J. Mueller, Hoyoung Huh and Oleg Nodelman are not standing for re-election to the Board of Directors at this Annual General Meeting. The Board of Directors proposes the re-election of Vincent Lawton as sole member of the Board of Directors, as its Chairman and as member of the Remuneration Committee for a term of office extending until completion of the next Annual General Meeting of Shareholders.
The Company is focused on preserving the value of its assets, including the intellectual property surrounding its portfolio of allosteric modulator drug candidates and its proprietary allosteric modulator technology platform, while pursuing a strategy to secure the resources necessary to advance the pipeline and maximize value for shareholders. In accordance with this strategy, the Board of Directors would like to retain full flexibility in connection with possible future financing of the Company and hence proposes to increase the amount of the authorized share capital from CHF 3,325,683 to CHF 5,086,788 and extend its term until 27 June 2016. In addition the Board of Directors proposes to increase the amount of the conditional share capital for the exercise of option and/or conversion rights which are granted in connection with the issue of bonds, similar obligations or other financial instruments by the Company or another group company from CHF 2,796,295 to CHF 3,086,788. The Board of Directors would like to continue the targeted use of options and subscription rights as a long term incentive and as a means to motivate directors, employees and consultants to invest further in Addex shares, and hence propose to increase the amount of the conditional share capital reserved for such purposes from CHF 1,689,626 to CHF 2,000,000, Hence the total conditional capital would be increased in an amount of CHF 600,867 from CHF 4,485,921 to CHF 5,086,788.
Annual General Meeting Agenda
1. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the Business Year 2013
The Board of Directors proposes to approve the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the Business Year 2013.
2. Appropriation of the Results
The Board of Directors proposes to:
- carry forward the loss of CHF 16,811,844 for the business year 2013;
- release CHF 51,816 from the treasury share reserve to the general reserve; and
- offset CHF 10,176,933 of the accumulated loss with the general reserve from capital contribution.
3. Discharge to the Members of the Board of Directors and the Executive Management
The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Executive Management for their activities in the business year 2013.
4. Election to the Board of Directors
4.1. Election of the Chairman
4.2. Re-election of One Director
4.3. Election of One Member of the Remuneration Committee
The Board of Directors proposes to (re-)elect Vincent Lawton as member of the Board of Directors, as its Chairman and as member of the Remuneration Committee for a term of office extending until completion of the next Annual General Meeting of Shareholders.
5. Re-election of the Auditors
The Board of Directors proposes the re-election of PricewaterhouseCoopers S.A., Geneva, as Auditors for the business year 2014.
6. Election of the Independent Voting Rights Representative
The Board of Directors proposes that Robert P. Briner, attorney-at-law, Briner & Brunisholz, Cours des Bastions 5, CH-1205 Geneva, be elected as the Independent Voting Rights Representative for a term of office extending until completion of the next Annual General Meeting.
7. Amendments to the Articles of Association
7.1 Extension and Increase of the Authorized Share Capital (Article 3b of the Articles of Association)
The Board of Directors proposes (i) to "extend" the authorized share capital until 27 June 2016, (ii) to increase the authorized share capital in an amount of CHF 1,761,105 raising the authorized share capital from CHF 3,325,683 to CHF 5,086,788 and accordingly (iii) to adopt a new Article 3b of the Articles of Association.
7.2 Increase of the Conditional Share Capital (Article 3c of the Articles of Association)
The Board of Directors proposes (i) to increase the conditional share capital reserved for the exercise of option and/or conversion rights which are granted in connection with the issue of bonds, similar obligations or other financial instruments by the Company or a group company in an amount of CHF 600,867 from CHF 4,485,921 to CHF 5,086,788 and accordingly (ii) to amend Article 3c of the Articles of Association.
7.3. Reducing the Number of the Members of the Board
The Board of Directors proposes that the minimum number of the members of the Board of Directors under the Articles of Association be reduced to 1 from 5 members.
The full invitation (including detailed motions and explanations, as well as the attendance procedures), the Annual Report (including the Annual Financial Statements and the reports of the Auditors) and the French text of the Articles of Association are available at the Company's head office or on the internet via http://www.addextherapeutics.com/investors/downloads/ .
About Addex Therapeutics
Addex Therapeutics ( www.addextherapeutics.com ) is a discovery and development stage company focused on advancing innovative oral small molecules utilizing its pioneering allosteric modulation-based drug discovery platform. The Company's two lead products are being investigated in Phase 2 clinical testing: dipraglurant (an mGlu5 negative allosteric modulator or NAM) is being developed by Addex to treat Parkinson's disease levodopa-induced dyskinesia (PD-LID) and rare forms of dystonia; and ADX71149 (mGlu2 positive allosteric modulator or PAM) is being developed in collaboration with Janssen Pharmaceuticals, Inc. Addex also has several preclinical programs including: GABAB receptor positive allosteric modulator (PAM) for addiction, Charcot-Marie-Tooth (type 1a) disease, spasticity in patients with multiple sclerosis (MS), pain, overactive bladder, autism and other disorders; mGlu4 PAM for MS, Parkinson's disease, anxiety and other diseases; mGlu2 NAM for treatment resistant depression and cognitive deficits; and mGlu7 NAM for psychosomatic disorders. Allosteric modulators are an emerging class of small molecule drugs which have the potential to be more specific and confer significant therapeutic advantages over conventional "orthosteric" small molecule or biological drugs. The Company uses its proprietary discovery platform to target receptors and other proteins that are recognized as essential for the therapeutic modulation of important diseases with unmet medical needs. The Company is currently focused on preserving the value of its assets, including the intellectual property surrounding its portfolio of allosteric modulator drug candidates and its proprietary allosteric modulator technology platform, while pursuing a strategy to secure the resources necessary to advance the pipeline and maximize value for shareholders. In parallel the Company continues to enter collaborations with academic institutions, government organizations and patient groups to advance its portfolio of drug candidates for the benefit of patients.
Tim Dyer
Chief Executive Officer
Addex Therapeutics
+41 22 884 15 61
PR@addextherapeutics.com
Disclaimer: The foregoing release may contain forward-looking statements that can be identified by terminology such as "not approvable", "continue", "believes", "believe", "will", "remained open to exploring", "would", "could", or similar expressions, or by express or implied discussions regarding Addex Therapeutics, formerly known as, Addex Pharmaceuticals, its business, the potential approval of its products by regulatory authorities, or regarding potential future revenues from such products. Such forward-looking statements reflect the current views of Addex Therapeutics regarding future events, future economic performance or prospects, and, by their very nature, involve inherent risks and uncertainties, both general and specific, whether known or unknown, and/or any other factor that may materially differ from the plans, objectives, expectations, estimates and intentions expressed or implied in such forward-looking statements. Such may in particular cause actual results with allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutic targets to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutics targets will be approved for sale in any market or by any regulatory authority. Nor can there be any guarantee that allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutic targets will achieve any particular levels of revenue (if any) in the future. In particular, management's expectations regarding allosteric modulators of mGlu2, mGlu4, mGlu5, mGlu7, GABA-BR or other therapeutic targets could be affected by, among other things, unexpected actions by our partners, unexpected regulatory actions or delays or government regulation generally; unexpected clinical trial results, including unexpected new clinical data and unexpected additional analysis of existing clinical data; competition in general; government, industry and general public pricing pressures; the company's ability to obtain or maintain patent or other proprietary intellectual property protection. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Addex Therapeutics is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise, except as may be required by applicable laws.
HUG#1792680
