AGM postponed and the January-March Interim Report rescheduled
The Board of Directors of Genovis AB has decided to postpone the planned Annual General Meeting from April 28 until June 9, 2011. The reason for the delay is that the AGM cannot be held during an ongoing rights issue. In addition, the Board decided to reschedule the January-March Interim Report for April 18 because all financial information must be disclosed before completion of the rights issue.
Notice of Extra General Meeting of Genovis AB (publ)
Participation
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) on Mach 22, 2011, and must notify Genovis of their intention to attend the Meeting no later than Mach 22, 2011.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected, September 2, 2009. Shareholders are requested to inform their nominees well in advance of this date.
Notification
- mail to GENOVIS AB (publ), Box 270, 220 07 Lund
- telephone +46 (0)46-10 12 30/38
- fax +46 (0)46-12 80 20
- e-mail: info@genovis.com
When registering, shareholders should state their:
- name/company name
- personal identification or corporate identity number
- address, telephone number
- name and personal identification number of any representatives
- name of the attendance of any assistants
Agenda
1. Opening of the meeting.
2. Election of chairman for the meeting.
3 Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of two persons to attest to the accuracy of the minutes.
6. Decision on whether proper notice of the Meeting has been made.
7. The Board of Director’s proposal for resolutions regarding a new share issue.
The board proposes that the EGM resolve on a new share issue giving preferential rights to existing shareholders so that four (4) existing share entitle to subscription of three (3) new shares at a subscription price of SEK 0.65. As a result of this resolution, share capital could increase by a maximum of SEK 12,336,562.8 through the issuance of 30,841,407 shares. Furthermore, the Board proposes an oversubscription option of 13,000,000 shares, which the Board of Directors will decide on in the event that the offering is oversubscribed.
Following the completed share issue, share capital will amount to a maximum of SEK 28,785,313.6 and the number of shares to 71,963,284. The Company will raise about SEK 20 million before issue expenses. The issue will have a dilutive effect of 43%. If the oversubscription option is exercised the share capital will amount to a maximum of SEK 33,985,313.6 and the number of shares to 84,963,284. The Company will raise approximately SEK 8 million.
Record date for participation in the new issue is April 7, 2011.
8. It may be necessary to authorize the Chief Executive Officer to make minor adjustments to the resolution in accordance with point 7 in conjunction with registration and implementation thereof.
9. Conclusion of the Meeting
Documents
The Board of Directors’ complete proposals will be made available at Genovis and on Genovis website, www.genovis.com, no later than March 14, 2011 and will be sent to shareholders that request the Company to do so.
Lund March, 2011
Board of Directors, Genovis AB
Genovis’ board of directors to convene EGM and recommend that the meeting resolve to issue new shares
New issue of about SEK 20 million with preferential rights for Genovis shareholders
Four (4) existing shares entitle subscription for three (3) new shares at issue price of SEK 0.65
Subscription period April 13 – May 6.
Principal shareholder Farstorp Invest AB and board members who are shareholders in the Company intends to subscribe for their pro rata shares in the issue amounting to 24% of the issue.
Purpose of the offering
In 2010 Genovis demonstrated that the products in the protein engineering portfolio have commercial value and the number of customers is steadily increasing. Development of more products and new applications from the company’s pipeline will be introduced in 2011.
The results from Genovis development of multimodal nanoparticles as contrast medium have proved to be highly encouraging, with a launch in preclinical applications planned for 2011. In addition, Genovis has acquired the rights to a technology in which upconverting nanoparticles are used as contrast agents within optical imaging; this method will also be launched within one year. Development in the Sentinel node project, a research project in collaboration with Lund University that is partly financed through the Swedish Research Council, is progressing according to plan and has been strengthened with both internal resources and expanded cooperation with Lund Bioimaging Center. In light of developments in 2010, Genovis is optimistic about initiating sales of nanoparticles as a contrast medium in bioimaging.
To nurture this development the Company has adopted a plan for 2011 and 2012 that will result in increased growth in sales of products from the protein engineering portfolio and of brand new products from the nano portfolio. It is important for the Company to be able to carry out the plan to achieve profitable sales, and in order to fully support the plan the Company needs additional capital.
The Company currently lacks the capital to pursue its business plan.The capital provided by the forthcoming new share issue will be used for the Company’s business operation in 2011 and 2012, and will primarily be invested to launch several products from the protein portfolio and to launch nanoparticles as a contrast medium in biomedical imaging. Moreover, the company will invest in infrastructure for production and analysis of so-called upconverting nanoparticles. In addition, the Company will secure its internal R&D operations so that the company can strengthen its IP portfolio relating to the design and production of nanostructures as multimodal contrast agents within preclinical research, diagnostics, and as medical devices in clinical practice. The share issue proceeds will also strengthen the Company over the next two years by giving the operation the durability and power to pursue the plan.
With this in mind the board of directors decided to hold an extraordinary general meeting on March 28, 2011 and recommend a new share issue with preferential rights for existing shareholders.
Proposal to resolve on new share issue
The board proposes that the EGM resolve on a new share issue giving preferential rights to existing shareholders so that four (4) existing share entitle to subscription of three (3) new shares at a subscription price of SEK 0.65. As a result of this resolution, share capital could increase by a maximum of SEK 12,336,562.8 through the issuance of 30,841,407 shares. Following the completed share issue, share capital will amount to a maximum of SEK 28,785,313.6 and the number of shares to 71,963,284. The Company will raise about SEK 20 million before issue expenses. The issue will have a dilutive effect of 43%.
Furthermore, the Board proposes an oversubscription option of 13,000,000 shares, which the Board of Directors will decide on in the event that the offering is oversubscribed. If the oversubscription option is exercised the share capital will amount to a maximum of SEK 33,985,313.6 and the number of shares to 84,963,284. The Company will raise approximately SEK 8 million.
Timetable for new issue
March 28, 2011 EGM addresses proposal to resolve on new issue.
April 4, 2011 Last trading day for Genovis share, including subscription rights for new issue.
April 7, 2011 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
April 13 – May 6, 2011 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
YEAR-END REPORT JANUARY-DECEMBER 2010
2010 in brief
- Total revenues rose to SEK 3,963k (1,178k). Net sales climbed to SEK 1,595k (986k), with SEK 630k (478k) in the fourth quarter
- Loss after financial items fell to SEK 11,334k (loss: 12,768k), with a loss of SEK 3,311k (loss: 3,378k) in the fourth quarter
- Net loss declined to SEK 11,292k (loss: 17,558k), with a loss of SEK 3,301k (loss: 8,168k) in the fourth quarter
- Earnings per share increased to SEK -0.27 (-0.71), with -0.08 (-0.40) in the fourth quarter.
- Cash and cash equivalents at end of period amounted to SEK 4,073k (416k).
- During the fourth quarter Genovis launched the FragIT™ and deGlycIT™ product concepts.
- In December Genovis signed an exclusive distribution agreement with ADVANCYS Technologies for Life Ltd. for the Israeli market.
- At the international Immunology 2010 conference in the United States, Genovis presented new findings that facilitate and improve production and quality control of substances such as antibody-based drugs. The results, which are based on a study carried out in cooperation with Lund University, show that the combination of two unique products from Genovis’ protein engineering portfolio is highly advantageous in mass spectroscopy of antibody molecules.
- Genovis received SEK 600,000 from LMK Industri AB in research support for the Sentinel node project. The funding will be used to develop nanostructures for use in medical imaging to identify very small tumors that can rapidly arise in the lymph nodes of patients with conditions such as breast cancer or malignant melanoma.
- Genovis is participating in two research projects that were granted external research support in 2010: the EU LUPAS project and the Sentinel node project. The company received SEK 1.7 million from the EU for the first initiatives in the LUPAS project, which means that so far this year Genovis received SEK 2.4 million for the two projects.
- In April Genovis carried out a rights issue, which raised SEK 15.7 million after issue expenses.
Events after the end of the period
Genovis acquired an exclusive license for a new technology that uses so-called upconverting nanoparticles as contrast agents in optical biomedical imaging. Genovis is acquiring the license from Lumito, a LUAB company, including an option to acquire the technology as a whole. The license grants exclusive rights to upconverting nanoparticles and to the technology required to detect particles in biological material. Genovis has already developed a technique for coating nanoparticles with a nontoxic surface that provides stability and good distribution in various organs and biological tissues. By combining Genovis’ technology with the acquired license Genovis will soon be able to offer a product on the technology front. The goal is to commercialize the technology within one year primarily for the preclinical market and ultimately to evaluate the clinical potential of this technology.
ABOUT GENOVIS
Genovis develops and sells innovative technologies that will facilitate its customers’ preclinical* research. The products launched to date consist of nanostructures and enzymes (proteins). The company conducts research and development projects focused on design, production, and characterization of nanostructures for medical imaging, diagnostics, and delivery. The nanostructures and methods that Genovis focuses on can be used as contrast in medical imaging and as carriers of various substances in the development of new drug delivery methods. Customers are primarily found within the life sciences industry and academic research. The operation largely consists of research and development of new technology, though the company has initiated some sales over the past two years.
* Preclinical studies refer to the pharmaceutical research that takes place before the product is sufficiently documented to be studied in humans.
CEO comments 2010
The final quarter of 2010 was a clear validation that our overall strategy for 2010 – 2011 is starting to deliver. We achieved our best performance ever in terms of sales and it was particularly gratifying that our product development resulted in three new products that were launched at the European Antibody Congress in Geneva in December. We developed these products to provide our customers with time-saving, easy to use products, applying a scalable technology suitable for both laboratory scale and large-scale processes. We received direct orders for the new products and my assessment is that our product development is now more effective, resulting in targeted launches that reach both existing and new customers. Of course much remains to be done, but an analysis of our performance over the twelve-month period shows a stable trend. This trend is reflected in our customer list, which has grown dramatically over the year.
Looking back at the year as a whole, I can conclude that we vigilantly followed our plan. We wanted to achieve two main goals. The first was to increase sales from the protein engineering portfolio by working with more resources in relation to our customers, launching product improvements, and clarifying applications. The second was to develop our nano portfolio in the same way, so that we can carry out a similar targeted campaign in 2011 to sell products and applications in preclinical imaging. Consequently we chose during the year to use our subsidiary Eijdo almost exclusively for internal product development together with the parent company’s development group. This strategy, coupled with our Sentinel node research project, has given good results and concrete product concepts and applications. We will not know until 2011 whether we succeeded in achieving our goal, but currently the project is making good progress and looks promising. In addition, we have actively looked at several different types of nanoparticles that could further strengthen our line of imaging products for the preclinical market. We chose “upconverting nanoparticles,” which are used in optical biomedical imaging. It is both exciting and gratifying that we have now acquired the IP rights to such a technology and product development is in full swing in this project as well.
Sarah Fredriksson, CEO
Genovis AB nomination committee appointed
As decided by the 2010 Annual General Meeting (AGM), a nomination committee has been appointed composed of:
Bo Håkansson
Torbjörn Fridh
Sarah Fredriksson
René in ‘t Zandt
The nomination committee represents 30% of the total number of votes in the company.
The AGM will be held on April 28, 2011 at 5:00 PM in Genovis facilities at Scheelevägen 22 in Lund, Sweden.
Genovis acquires exclusive license for upconverting nanoparticles and plans launch within 1 year
The license grants exclusive rights to upconverting nanoparticles and to the technology required to detect particles in biological material. Genovis has already developed a technique for coating nanoparticles with a nontoxic surface that provides stability and good distribution in various organs and biological tissues. By combining Genovis’ technology with the acquired license Genovis will soon be able to offer a product on the technology front. The goal is to commercialize the technology within one year, primarily for the preclinical market, and ultimately to evaluate the clinical potential of this technology.
“For Genovis the license means that we can be on the leading edge of a new growing market with large potential. We will expand our customer base and complement our portfolio with yet another unique product. We’ve had the pleasure of learning about this exciting new technology at an early stage through Professor Stefan Andersson-Engels and his research group, who invented the concept. By combining their knowledge of optics with Genovis’ knowledge of nanoparticles within biomedicine we will be able to create a commercial product relatively quickly. We have already noticed interest in new optical nanoparticles, so we are truly looking forward to launching the product,” says Sarah Fredriksson, CEO of Genovis.
“By combining the technology that we developed at the Division of Atomic Physics at Lund University with Genovis’ extensive expertise in coating and functionalization of nanoparticles, we foresee the potential for exciting new opportunities to open up in optical biomedical imaging. Genovis appears be a highly suitable partner for commercializing this technology, so we are extremely pleased about this agreement,” says Stefan Andersson, professor of physics at Lund University.
“We believed in the commercial potential of this invention from Professor Stefan Andersson and his fellow researchers already at an early stage. For Lumito, the collaboration and license deal with Genovis mean a commercial product with large potential can be developed and fast-tracked to a growing market,” says Christine Widstrand, Senior Advisor, LUAB.
LUAB, a company wholly owned by Lund University, is tasked with assisting researchers at the university to bring their research findings and ideas to the market. LUAB assists and finances startup companies and licensing deals, but also own, sells and manages shares in companies that have their origin at Lund University. LUAB currently holds a stake in about 35 companies.
MORE ON OPTICAL IMAGING
About 15 companies market the equipment required for optical imaging in the preclinical setting. Approximately 3,000 instruments are installed, with about 800 added annually. Genovis’ new technology for the use of nanoparticles as contrast in preclinical research mainly focuses on this customer group. The market for optical contrast agents intended for molecular imaging in preclinical applications is worth about USD 80 million and expected to grow around 16% annually over the next few years.
Optical imaging is one of two technologies that make it possible to follow the progress of a substance in tissue all the way down to the molecular level, which is used in situations such as studying in detail how a medication works and acts. Increasingly stringent demands from regulatory authorities require the mechanism of action of a medication to be carefully studied and verified. Biomedical imaging is a good technology for studying mechanism of action and dynamic processes over time. The dominant methods in the field are SPECT1 and PET1 which use radionuclides as markers. In the past, optical technology has demonstrated lower resolution and less sensitivity in deep tissue than PET and SPECT, but the upconverting technology substantially improves both properties. Since optical imaging is simpler and less expensive, and does not depend on radionuclides, the current trend is already toward a sharp increase in optical methods. Moreover, the upconverting nanoparticles are not at all as toxic as other optical contrast agents (quantum dots). With the improved performance associated with the upconverting technology, optical imaging will capture new market share.
Positron emission tomography (PET) is a medical imaging technique based on the use of radioactively labeled molecules, used for functions such as monitoring metabolism in an organ or following how various substances move throughout the body. SPECT is an alternative to PET, but uses different radioactive substances.
Genovis year-end report delayed
The Board of Directors of Genovis has decided to delay publication of the year-end report for 2010. The previously announced reporting date for the year-end report was February 15, but the Board of Directors has decided that the company will publish the year-end report on February 23 instead.
Genovis CEO has sold shares to company where she is co-owner
On December 30, Sarah Fredriksson, CEO sold 522,880 shares in Genovis to NightGlow AB where her holdings amounts to 34%. The other shareholders of NightGlow AB are Fredrik Olsson, COO and Susanne Nykvist, IR / PR manager, all insiders in Genovis.
Genovis Has Signed Distribution Agreement with ADVANSYS Technologies for Life Ltd.
Genovis provides novel technical solutions for Imaging and Antibody Engineering. The objectives are to maintain a strong, collaborative and innovative product portfolio for customers in the pharmaceutical industry and in the academic research community.
Sarah Fredriksson, Chief Executive Officer of Genovis, said “We are excited to have the opportunity to bring ADVANSYS into our distribution network and it will allow us to reach a large number of customers in Israeli and we are looking forward to working with the experienced team in Advansys”
ADVANSYS is a young and dynamic Company, established by professionals with long term experience in the promotion of advanced technologies to researchers and other professionals in the Life Sciences, Biotechnology and Biomedical industry. The primary goal of ADVANSYS is to supply the Israeli life science and biomedical market with the latest innovations in gene, protein and cell analysis. ADVANSYS is committed to provide continuous support to customers in all stages of application development, excellent technical support and after-sales service.
“ADVANSYS is striving to present state-of-the-art technologies and high quality products to its customers. We are excited to enter a collaboration with such an innovative company as Genovis AB and look forward to start promoting its unique product offering in the highly advanced and promising life sciences market in Israel.” said Dr. Eleni Bantinaki, Director and Founder of ADVANSYS Technologies of Life Ltd.
New Product Release
Genovis will launch two new products, FragIT™ MicroSpin and deGlycIT™ MicroSpin during the European Antibody Engineering Congress 2010 in Geneva. Both products has been developed from Genovis’ unique enzyme techniques and target pharma-, biotechnology- and diagnostic companies that develop antibody based drugs and analysis.
Read more at:
http://www.genovis.com/fragit_microspin
http://www.genovis.com/deglycit_microspin
The Product Release is attached and published at Genovis web site: www.genovis.com
