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Relief Therapeutics Holding AG

11/23/2020 | Press release | Distributed by Public on 11/23/2020 00:06

Relief Announces Notice of Extraordinary General Meeting of RELIEF THERAPEUTICS Holding AG

Geneva, Switzerland, November 23, 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, today gives notice of an Extraordinary General Meeting (EGM) of shareholders to be held on December 17, 2020.

As a result of the exceptional circumstances due to the coronavirus pandemic, the EGM will be 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. Shareholders are able to exercise their voting rights through giving all voting instructions to the independent proxy, Mr. Thomas Hua. Guidelines on how to deliver voting instructions can be found in the EGM formal invitation, which will be sent out within the next few days to registered shareholders. Instructions transmitted electronically should be executed no later than December 14, 2020, 23:59 (CET).

Entitlement to vote

Those shareholders who are registered in the share register as of December 4, 2020, 13:00 (CET), are entitled to vote. No registration in the share register will be made from December 4 through December 17, 2020. Shareholders who sell all or part of their shares prior to the General Meeting will no longer be entitled to vote to that extent.

Agenda items:

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

The full agenda is available for download on the Company's website (https://relieftherapeutics.com/investor-relations).

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.

Votes on the compensation of the members of the Board of Directors and of the Executive Committee

The Board of Directors recommends adjusting the compensation pool available for the remuneration of its members in the ongoing financial year from CHF 1,000,000 (as previously accepted by July's AGM) to CHF 1,500,000. Furthermore, with the rapid development of the Company and its activities over the last months, the Board of Directors has reinforced, and will continue to reinforce, the Relief management team. Therefore, a request is made for the approval of a compensation pool of CHF 5,000,000 for management remuneration for the financial year 2021.

Increase of authorized capital and of conditional share capital 3b2

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. An increase from 1,056,726,052 shares to 1,250,000,000 shares will provide the Company additional flexibility to raise capital or pursue acquisitions.

An increase of the conditional share capital from 740,329,636 shares to 960,000,000 shares will provide additional flexibility should the Company need to use financing instruments with conversion features. This measure is being put in place as a precaution and to ensure adequate funds to complete all study plans for RLF-100TM. As further explained in the EGM invitation, the resulting available number of conditional shares will be 340,000,000 shares as recent issuances of 620,000,000 new shares out of the conditional share capital 3b2 are not yet reflected in the Articles of Association.

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ABOUT RELIEF

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-100™ (aviptadil), synthetic vasoactive intestinal peptide (VIP), is being investigated, in cooperation with NeuroRx Inc., in two placebo-controlled U.S. Phase 2b/3 clinical trials in respiratory deficiency due to COVID-19. RLF-100™ 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-100™ 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-100™.

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.