Sequana Medical announces the Annual and Extraordinary General
Meetings of Shareholders on 23 May 2024
PRESS RELEASEREGULATED
INFORMATION23 April 2024, 07:00 am
CET
Sequana Medical announces the Annual and
Extraordinary General Meetings of Shareholders on
23 May 2024
Publication of Annual Report
2023
Ghent, Belgium – 23 April 2024
– Sequana Medical NV (Euronext Brussels: SEQUA)
(the "Company" or "Sequana
Medical"), a pioneer in the treatment of fluid
overload in liver disease, heart failure and cancer, today invites
the holders of securities issued by the Company to attend the
Annual and Extraordinary General Meetings of Shareholders on
Thursday, 23 May 2024. The annual report for the financial year
2023 has been published on Sequana Medical's website and can be
accessed here.
The items on the agendas of the meetings include
(among other) the proposed approval of a number of resolutions
relating to the financial year ended 31 December 2023, the proposed
approval of the revised remuneration policy, the proposed
reappointment of the statutory auditor, the application of Article
7:151 of the Belgian Companies and Associations Code, the proposed
contribution in kind of certain receivables pursuant to the
unsecured and subordinated convertible loan agreement entered into
on 7 February 2024 between the Company and Partners in Equity and
Rosetta Capital (the "Lenders") in the principal
amount of EUR 3,041,507.59 (the "Convertible Loan
Agreement") and the resulting proposed share capital
increase, as well as the renewal of the authorization to the Board
of Directors to increase the share capital within the framework of
the authorised capital.
The Annual and Extraordinary General Meetings of
Shareholders will take place at the Company's registered offices in
Ghent and will start at 09:00 am CET. The full convening notice
with the agenda and proposed resolutions can be accessed on the
Sequana Medical website:
www.sequanamedical.com/investors/shareholder-information.
The Company recommends the holders of its
securities to use e-mail for all communications with the Company
regarding the Annual and Extraordinary General Meetings of
Shareholders. The Company's e-mail address for such communications
is: IR@sequanamedical.com.
Disclosures in accordance with Article
7:97, §4/1 of the Belgian Companies and Associations
Code
The following information is provided, in as far
as needed and applicable, pursuant to Article 7:97, §4/1 of the
Belgian Companies and Associations Code in connection with the
proposed contribution in kind to the share capital of the Company
of the receivables that are or will be due by the Company under the
Convertible Loan Agreement to the Lenders (the "Convertible
Receivables") (the "Transaction").
Partners in Equity and Rosetta Capital are both
shareholders of the Company and are represented on the board of
directors of the Company. As a result, Partners in Equity and
Rosetta Capital could each be considered as a "related party" in
accordance with the International Financial Reporting Standards, as
adopted by the European Union (IFRS), as referred to in Article
7:97 of the Belgian Companies and Associations Code. In view
hereof, and in accordance with paragraph 2, 1° of Article 7:97 of
the Belgian Companies and Associations Code, the board of directors
of the Company has applied the procedure of Article 7:97 of the
Belgian Companies and Associations Code in connection with the
contemplated proposal of the board of directors to the
extraordinary general meeting to contribute in kind the Convertible
Receivables to the share capital of the Company. Ids van der Weij
(a director of the Company representing Partners in Equity) and
Kenneth Macleod (a director of the Company representing Rosetta
Capital) did not participate in the deliberation and voting by the
board of directors of the Company in relation to the approval of
the Transaction.
Consequently, a committee of three independent
directors of the Company (the "Committee") issued
an advice to the board of directors in which the Committee has
assessed the proposal to the extraordinary general meeting to
contribute in kind the Convertible Receivables. In its advice to
the board of directors, the Committee concluded the following:
"The Committee believes that (i) under the then
existing circumstances and taking into account the then existing
immediate working capital needs of the Company as well as the then
available financing options, the provisions of the Convertible Loan
Agreement, including the agreed provisions relating to the
(mandatory) contribution in kind of Convertible Receivables, were
in the interest of the Company, its shareholders and other
stakeholders, given that without the Convertible Loan Agreement,
the Company may not have been able to meet its short-term financing
needs and the going concern of the Company could no longer be
guaranteed; (ii) the proposed contribution in kind is in the
interest of the Company, its shareholders and creditors, given that
via the proposed contribution in kind the Company (x) can meet its
obligation to settle the Convertible Receivables without having to
use existing or new funds (in cash), which it can use to finance
working capital needs and, in particular, the further development
of its products and clinical trials, (y) reduce its indebtedness,
and (z) improve its net equity position (as the amount of the share
capital is strengthened); (iii) while an additional and significant
potential dilution will be incurred by the holders of shares and
share options of the Company as a result of the Transaction (in
particular because of the agreed conversion price representing a
high discount compared to the price of the Company's existing
shares as they are currently traded at the date of this advice),
the Transaction does not seem to be unreasonable and seems to be
commensurate to the risks of investing in the Company and, in
particular, the risks and opportunity costs of the Lenders to agree
to the Convertible Loan Agreement).
After consideration, the Committee is therefore
of the opinion that the expected benefits of the proposed
contribution in kind, taking into account the context in which this
obligation had arisen, are in balance with the expected risks and
disadvantages thereof. Accordingly, the Committee is of the opinion
that the Transaction is in the interest of the Company, and in any
event is not manifestly unlawful.
In light of this, the Committee provides a
favourable and approving advice to the board of directors of the
Company."
The board of directors of the Company did not
deviate from the Committee's favourable and approving conclusion.
The assessment by the Company's statutory auditor of the
Committee's advice and the minutes of the meeting of the board of
directors of the Company relating to the Transaction, is as
follows:
"Based on our assessment, nothing has come to
our attention that leads us to believe that the financial and
accounting information mentioned in the advice of the Ad Hoc
Committee of independent directors dated 19 April 2024 and in the
minutes of the board meeting dated 19 April 2024, which justify the
intended transaction in writing and substantially, are not, in all
material respects, fair and sufficient with the information
available to us within the scope of our engagement. Our engagement
was solely conducted within the framework of Article 7:97 of the
Belgian Companies and Associations Code, and therefore our report
cannot be used in any other context."
For more information, please
contact:
Sequana Medical
Ian CrosbieChief Executive OfficerE:
IR@sequanamedical.com T: +44 7973 42 99 17
About Sequana Medical
Sequana Medical NV is a pioneer in treating
fluid overload, a serious and frequent clinical complication in
patients with liver disease, heart failure and cancer. This causes
major medical issues including increased mortality, repeated
hospitalizations, severe pain, difficulty breathing and restricted
mobility. Although diuretics are standard of care, they become
ineffective, untolerable or exacerbate the problem in many
patients. There are limited effective treatment options, resulting
in poor clinical outcomes, high costs and a major impact on their
quality of life. Sequana Medical is seeking to provide innovative
treatment options for this large and growing "diuretic-resistant"
patient population.
alfapump® and DSR® are Sequana
Medical's proprietary platforms that work with the body to treat
diuretic-resistant fluid overload, delivering major clinical and
quality of life benefits for patients and reducing costs for
healthcare systems.
The Company's Premarket Approval (PMA)
application for the alfapump was submitted to the
US FDA in December 2023 and accepted for substantive review in
January 2024, having reported positive primary and secondary
endpoint data from the North American pivotal POSEIDON study in
recurrent or refractory ascites due to liver cirrhosis. US market
approval of the alfapump is anticipated by the end
of Q3 2024.
Results of the Company's RED DESERT and SAHARA
proof-of-concept studies in heart failure support DSR's mechanism
of action as breaking the vicious cycle of cardiorenal syndrome.
All three patients from the non-randomized cohort of MOJAVE, a US
randomized controlled multi-center Phase 1/2a clinical study, have
been successfully treated with DSR, resulting in a dramatic
improvement in diuretic response and virtual elimination of loop
diuretic requirements. The independent Data Safety Monitoring Board
approved the start of the randomized MOJAVE cohort of up to a
further 30 patients, which is planned after
alfapump US PMA approval.
Sequana Medical is listed on the regulated
market of Euronext Brussels (Ticker: SEQUA.BR) and headquartered in
Ghent, Belgium. For further information, please visit
www.sequanamedical.com.
Important Regulatory
Disclaimers
The alfapump® system is
currently not approved in the United States or Canada. In the
United States and Canada, the alfapump system is
currently under clinical investigation (POSEIDON Trial) and is
being studied in adult patients with refractory or recurrent
ascites due to liver cirrhosis. DSR® therapy is still in
development and it should be noted that any statements regarding
safety and efficacy arise from ongoing pre-clinical and clinical
investigations which have yet to be completed. There is no link
between DSR therapy and ongoing investigations with the
alfapump system in Europe, the United States or
Canada.
Note: alfapump® and DSR® are
registered trademarks.
Forward-looking statements
This press release may contain predictions,
estimates or other information that might be considered
forward-looking statements. Such forward-looking statements are not
guarantees of future performance. These forward-looking statements
represent the current judgment of Sequana Medical on what the
future holds, and are subject to risks and uncertainties that could
cause actual results to differ materially. Sequana Medical
expressly disclaims any obligation or undertaking to release any
updates or revisions to any forward-looking statements in this
press release, except if specifically required to do so by law or
regulation. You should not place undue reliance on forward-looking
statements, which reflect the opinions of Sequana Medical only as
of the date of this press release.
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