MONTPELLIER, France--(BUSINESS WIRE)--Regulatory News:
Sensorion (FR0012596468 – ALSEN) a pioneering clinical-stage biotechnology company which specializes in the development of novel therapies to restore, treat and prevent within the field of hearing loss disorders, announces that the company's Board of Directors has approved the procedure for holding an Extraordinary General Meeting behind closed doors (à huis clos) on Wednesday, March 24, 2021.
In accordance with article 4 of ordinance n° 2020-321 of March 25, 2020 as amended by ordinance n° 2020-1497 of December 2, 2020 adapting the rules for meetings and deliberations of general meetings and governing bodies of legal entities and entities without legal personality under private law due to the Covid-19 epidemic, the Board of Directors decided to hold the Extraordinary General Meeting of March 24, 2021 behind closed doors, without the shareholders, and other persons entitled to attend, being present, either physically or by telephone or audiovisual conference.
This shareholders' meeting specifically concerns a delegation to the Board of Directors for the purpose of granting share subscription and/or purchase options in favor of employees and executive officers.
In accordance with applicable regulations, a second resolution is submitted to the shareholders, pursuant to the provisions of article L.225-129-6 of the French Commercial Code, delegating powers to be granted to the Board of Directors to decide on a share capital increase under the conditions provided for in articles L.3332-18 et seq. of the French Labor Code, with waivers of shareholders' preferential subscription rights for the benefit of Company employees suscribers of a company savings plan to be set up by the Company. The Board of Directors called for a vote against this second resolution.
The notice of meeting of the general meeting was published on February 17, 2021 in the Bulletin des Annonces Légales Obligatoires (BALO) number 21 (announcement 2100283).
Shareholders are invited to consult the convening notice of this General Meeting which will be published in the BALO (Bulletin des annonces légales obligatoires) and in a newspaper empowered to publish legal notices on Monday, March 8, 2021. These notices, as well as all the preliminary documents regarding the general assembly, will be available for consultation in due time on the company's website https://www.sensorion.com.
Terms and conditions of participation to the General Assembly
Only shareholders having registered their shares at least two business days prior to the date of the general meeting, i.e. midnight, Paris time, on March 22, 2021, will be able to participate in the general meeting.
For shareholders holding bearer shares (au porteur), their authorized intermediary must provide them with a certificate of shareholding (attestation de participation).
Given that shareholders are not entitled to attend the meeting in person, they may vote by mail or give their proxy to the Chairman using the form provided for this purpose, which can be downloaded from the company's website https://www.sensorion.com or requested by email at contact@sensorion-pharma.com.
In accordance with Article 3 of Decree no. 2020-418 of April 10, 2020 as extended and amended by Decree no. 2020-1614 of December 18, 2020, proxies and voting instructions may be sent by email to contact@sensorion-pharma.com.
In accordance with Article 6 of Decree no. 2020-418 of April 10, 2020, as extended and amended by Decree no. 2020-1614 of December 18, 2020, in the event that a shareholder grants a mandate to a named person 1:
- the mandates stating the identity of the proxies must reach the Company by or on the fourth day prior to the date of the General Meeting, i.e. until March 20, 2021;
- the proxy holder sends his instructions, for the exercise of the mandates he holds, to the Company no later than the fourth day prior to the date of the General Meeting at the latest, i.e. March 20, 2021 at the latest.
In accordance with Article 7 of Decree no. 2020-418 of April 10, 2020, as amended by Decree no. 2020-1614 of December 18, 2020, a shareholder who has already cast a postal vote, sent a proxy or requested an admission card or a certificate of participation may choose another means of participation in the general meeting, provided that their instructions to this effect are received within a period of time compatible with the rules relating to each means of participation recalled above.
Previous instructions received are then revoked.
There are no plans to vote or to participate by electronic means of telecommunication for this meeting and, consequently, no site referred to in Article R.225-61 of the French Commercial Code will be set up for this purpose.
Written Questions
In accordance with Article 8-2 of Decree no. 2020-418 of April 10, 2020, as amended by Decree no. 2020-1614 of December 18, 2020, shareholders may submit written questions to the Board of Directors until the second business day prior to the date of the Shareholders' Meeting, i.e. midnight, Paris time, on March 22, 2021. Such written questions should be sent, preferably by email, to contact@sensorion-pharma.com.
They must be accompanied by a certificate of registration of the shareholder’s shares.
Scrutineers
In accordance with Article 8-1 of Decree no. 2020-418 of April 10, 2020, as extended and amended by Decree no. 2020-1614 of December 18, 2020, the Board of Directors decided, at its meeting of February 10 2021, to appoint INVUS PUBLIC EQUITIES and SOFINNOVA PARTNERS as scrutineers.
For any questions relating to the Annual General Meeting of March 24, 2021, shareholders are invited to send an email to contact@sensorion-pharma.com.
In general, shareholders are invited to regularly consult the section dedicated to the Shareholders' Meeting on the Company's website https://www.sensorion.com.
About Sensorion
Sensorion is a pioneering clinical-stage biotech company, which specializes in the development of novel therapies to restore, treat and prevent within the field of hearing loss disorders. Its clinical-stage portfolio includes one Phase 2 product: SENS401 (Arazasetron) for sudden sensorineural hearing loss (SSNHL). Sensorion has built a unique R&D technology platform to expand its understanding of the pathophysiology and etiology of inner ear related diseases enabling it to select the best targets and modalities for drug candidates. The Company is also working on the identification of biomarkers to improve diagnosis of these underserved illnesses. In the second half of 2019, Sensorion launched two preclinical gene therapy programs aimed at correcting hereditary monogenic forms of deafness including Usher Type 1 and deafness caused by a mutation of the gene encoding for Otoferlin. The Company is potentially uniquely placed, through its platforms and pipeline of potential therapeutics, to make a lasting positive impact on hundreds of thousands of people with inner ear related disorders, a significant global unmet medical need.
Label: SENSORION
ISIN: FR0012596468
Mnemonic: ALSEN
Disclaimer
This press release contains certain forward-looking statements concerning Sensorion and its business. Such forward looking statements are based on assumptions that Sensorion considers to be reasonable. However, there can be no assurance that such forward-looking statements will be verified, which statements are subject to numerous risks, including the risks set forth in the 2020 Half-Year financial report published on October 21, 2020 and available on our website and to the development of economic conditions, financial markets and the markets in which Sensorion operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Sensorion or not currently considered material by Sensorion. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Sensorion to be materially different from such forward-looking statements. This press release and the information that it contains do not constitute an offer to sell or subscribe for, or a solicitation of an offer to purchase or subscribe for, Sensorion shares in any country. The communication of this press release in certain countries may constitute a violation of local laws and regulations. Any recipient of this press release must inform oneself of any such local restrictions and comply therewith.
1 If a shareholder wishes to give a proxy to a named person, he or she should contact the Company. It is specified that proxies, like shareholders, may not physically attend the meeting.