Genovis received a research grant for the project Sentinel node
In order to develop better drugs and more effective treatment for malignant diseases, we need more reliable diagnoses at an early stage, as well as better opportunities to follow up various therapies and medication dosages. The project is carried out in cooperation with the Department of Radiophysics at Lund University Hospital and is based on a brand new generation of nanoparticles having combined magnetic, radioactive and fluorescent properties for MRI/PET imaging. Genovis was earlier granted a position for an industry-based doctoral student by the Swedish Research Council for this project.
“In treatment of cancer, nanoparticles will be used as tools to facilitate treatment for both patients and doctors. Being able to work interdisciplinary in a project where nanoparticles have a crucial role is an excellent opportunity for Genovis. The project is still in an early phase, and the objective is to position the technique as a standard treatment method. The support and encouragement makes me very happy, and the grant strengthens the project”, says CEO Sarah Fredriksson
Magnetic Resonance Imaging (MRI) is a biomedical imaging technique for diagnostic imaging with a scanner. The technique is used on patients to detect, locate and classify certain diseases and injuries that are hidden or difficult to see by x-ray or CT scan.
Positron emission tomography (PET) is a medical imaging technique based on the decay of radioactive isotopes and provides three-dimensional images of the movements of neurotransmitters in the body.
Genovis publish a new share issue prospectus
Finansinspektionen (the Swedish Financial Supervisory Authority) approved on April 1 Genovis prospectus for a new share issue with preference for existing shareholders, the subscription period is April 15-30. Starting today the prospectus will be available in Swedish on Genovis and Finansinspektionens home page.
Genovis AB (publ)
The board of directors
GENOVIS: COMMUNIQUÉ FROM ANNUAL GENERAL MEETING FOR GENOVIS AB (PUBL) March 30, 2010
The following decisions were adopted at the Annual General Meeting:
The balance sheet and income statement were ratified.
The Board of Directors and the CEO were discharged from liability.
The Board shall consist of six ordinary members with no alternates until the next Annual General Meeting.
Nicklas Gerhardsson, Thomas Laurell and Carina Schmidt, Fredrik Lindgren and Hans Göran Arlock were re-elected as Board members.Ebba Åsly Fåhraeus was elected as Chairman of the Board.
A Nominating Committee shall be formed by 30 September 2010, and consist of representatives for the four biggest shareholders at the time, provided these shareholders are not board members.
Guidelines for remuneration for the CEO and other leading employees were ratified in accordance with the Board’s proposal.
The Annual General Meeting resolved to change sections 4 and 5 of the Articles of Association concerning share capital and number of shares. The share capital shall comprise at the lowest nine million six hundred (9,600,000) SEK and at the highest thirty-eight million four hundred thousand (38,400,000) SEK. The number of shares shall be at the lowest twenty-four million (24,000,000) and at the highest ninety-six million (96,000,000).
The AGM decided upon a new share issue with preemptive rights for current shareholders, at which one existing share give right to the subscription of one new share at issue price of SEK 1 per share. The share capital will at the most rise by SEK 9,835,935.6 by the issuing of new shares to a maximum of 24,589,839 at full subscription. Following the completed share issue the share capital will amount to, at the maximum, SEK 19,671,871.2 and the number of shares to 49,179,678. The company receives approx. SEK 24.5 million before costs for the share issue.
Time plan for the share issue
April 1, 2010 Last trading day for the Genovis share day to be able to participate in the new share issue.
April 8, 2010 Record day for participation in the new share issue, i.e. the shareholders registered in the Genovis shareholder’s register as on this day receive subscription rights for the new share issue.
April 15-30, 2010 Subscription period. Subscription with preferential rights trough cash payment during the subscription period. Intention to subscribe can be made throughout the whole subscription period.
Genovis participates in project where EU grants nearly EUR 5 million to fight Alzheimer’s disease
The LUPAS project ( Luminescent polymers for in vivo imaging of amyloid signatures) www.lupas-amyloid.eu is funded by the European Commission within the Seventh Framework Programme. The aim is to bring forward novel tools and techniques for diagnosis and treatment of neurodegenerative diseases, such as Alzheimer’s disease. The researchers seeks to bridge the gap between diagnosis and treatment of both Alzheimer disease and prion diseases. By developing novel agents and methods for diagnostic imaging of accumulations of misfolded proteins so called, amyloid plaque, it is possible to improve quality of diagnosis as well as facilitate monitoring and understanding of the disease progression.
-Genovis nanoparticles can be used as contrast agents in different medical imaging techniques, e.g. MRT and optical measurement. The LUPAS project aim to combine MRT and optical measurement where luminescent conjugated polymers, LCPs, a material normally used for electronic applications, such as light emitting diodes (LEDs) will be a key component in different nanostructures. It is very exciting to be part of the LUPAS consortium with leading scientific groups within this field of research, which is very interesting from a commercial perspective, said Sarah Fredriksson, CEO Genovis AB
– The competence within the LUPAS consortium will undoubtedly bring forward novel tools for understanding the pathological hallmarks of Alzheimer’s disease and prionoses . Within the 3 year time frame of LUPAS we will develop these tools for use in disease models systems in vivo and on histolological ex vivo samples from humans. If successful it will take a few more years to apply this technology in the clinic, Professor Hammarström (the LUPAS coordinator) said.
The LUPAS partners are assembled from a wide range of areas ranging from experts within organic synthetic chemistry, synthetic nano chemistry, amyloid structure, prion disease, Alzheimer’s disease, magnetic resonance imaging, multi-photon physics and hyper spectral imaging. The LUPAS partners are apart from Genovis: Linköpings universitet (Sweden), Université Claude Bernard Lyon 1 (France), Universität Tübingen (Germany), Norges teknisk-naturvitenskapelige universitet (Norwayt, UniversitätsSpital Zürich (Switzerland), Charité – Universitätsmedizin Berlin (Germany) och Applied Spectral Imaging (Israel).
Proposal regarding board members and chairman of the board of Genovis
Genovs AB (publ) announces that Genovis’ nomination committee, proposes that Genovis’ board would consist of six members with no alternates. Hans Göran Arlock, Ebba Åsly Fåhraeus, Fredrik Lindgren, Carina Schmidt, Thomas Laurell and Nicklas Gerhardsson are proposed to be re-elected as board members and Ebba Åsly Fåhraeus is proposed to be elected as chairman of the board. The term of office would run until the close of the next annual general meeting.
Notice of Annual General Meeting of Genovis AB (publ)
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. Presentation of the annual report and the auditors’ report, as well as of the
consolidated financial statements and the auditors’ report for the Genovis Group.
8. The president’s speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
9. Resolutions regarding
a. Adoption of the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the Genovis Group.
b. Disposition of Genovis’ profit/loss in accordance with the approved balance sheet.
c. Discharge from liability of the Members of the Board of Directors and the President.
10. Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
11. Decisions on the compensation that shall be paid to the Board of Directors.
12. Decisions on the compensation that shall be paid to the auditors.
13. Election of Chairman of the Board of Directors and other Members of the Board of Directors.
14. Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
15. Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
16. Proposal for resolution on amendment of the Articles of Association.
17. The Board of Director’s proposal to decide upon a new share issue.
18. Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
19. Conclusion of the Meeting
The Board of Directors’ proposals for decision
Item 16 – Amendment of the Articles of Association
The Board of Directors proposes that the paragraph 4 and 5 in the Articles of Association is amended as follows:
4 Share capital
The share capital shall comprise at the lowest nine million six hundred (9,600,000) SEK and at the highest thirty-eight million four hundred thousand (38,400,000) SEK.
5. Number of shares
The number of shares shall be at the lowest twenty-four million (24,000,000) and at the highest ninety-six million (96,000,000).
Item 17 – Authorization for the board to decide upon a new share issue
The board proposes that the AGM decides upon a new share issue with preemptive rights for current shareholders, at which one existing share give right to the subscription of one new share at issue price of SEK 1 per share. The share capital will at the most rise by SEK 9,835,935.6 by the issuing of new shares to a maximum of 24,589,839 at full subscription. Following the completed share issue the share capital will amount to, at the maximum, SEK 19,671,871.2 and the number of shares to 49,179,678. The company receives approx. SEK 24.5 million before costs for the share issue. The share issue results in a dilution effect of 50%.
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) no later than, March 24, 2010, and must notify Genovis of their intention to attend the Meeting no later than March 24, 2010.
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 March 24, 2010.
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 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
Documents
Accounting documents and the Audit report as well as the Nomination Committee and Board Board of Directors’ complete proposals will be made available at Genovis and on Genovis website no later than March 16, 2010 and will be sent to shareholders that request the Company to do so..
Lund Mach 2, 2010
Board of Directors
Year-End Report January ̶ December 2009
• Net sales 986 (380)
• Operating loss 12,553 ( Loss: 25,420)
• Net loss for the period 17,558 (Loss: 27,149)
• Earnings per share -1.17 (-2.65)
• Cash flow from current operations -16,874 (-16,761)
• Cash flow for the period 720 (-294)
Important event during the fourth quarter
• Genovis completed a new share issue with preferential rights to existing shareholders. The share issue was oversubscribed by 102% and in response to the great interest the company followed up with a directed placement of 1,8 million shares.
• Genovis entered agreement with QED Bioscience, USA, for distribution of protein portfolio products.
Other events during 2009
• Genovis achieved an increase of 150 % in sales and a reduction of operational costs parallel to 50 %.
• Genovis entered non exclusive distribution agreements with:
Finnzymes Inc. for USA
Bulldog Bio Inc. for USA
Biozym Scientific GmbH for Germany and Austria.
• Genovis nanoparticles generated very satisfying results in studies using Magnetic Resonance Tomography, MRT. The nanoparticles have unique properties that are extremely useful in the development of new medicinal products, for example in diagnostics and therapeutics used in the neuro and cancer areas.
• Genovis acquired Eijdo research AB; a CRO company specialized in imaging (Medical Imaging and/or MRT) using a magnetic camera. The purchase price SEK 4.7 million was paid through a non-cash issue of Genovis AB shares amounting to SEK 4.5 million, and a cash consideration of SEK 200,000.
• Genovis completed a new share issue during January that was subscribed at 90.5 %.
Important recent events
• The Board of Directors has decided to move the Annual General Meeting (AGM).
New date for the Annual general Meeting is the 30th of March 2010.
• The Board of Directors proposes that the AGM decides on a new share issue.
The Board proposes that the AGM decides on a new share issue giving preferential rights to existing shareholders, so that one existing share entitles to the subscription of one new share at issues price SEK 1. This decision would mean that the share capital is increased up to a maximum total of SEK 9,835,935.6 through the issuing of a maximum total of 24,589,839 shares at full subscription. After completed new share issue the share capital will amount to a maximum total of SEK 19,671,871.2 and the number of shares will amount to 49,179,678. The company will receive approx. SEK 24.5 million before issue expenses. Shareholders who do not participate in the new share issue will have their Genovis AB shareholding diluted with 50 %.
CEO comments
Sales
One objective for 2009 was to sign distribution agreements for the US market, with the aim to transfer the sales operation from our own subsidiary, Genovis Inc., to several distribution channels. During the year three separate agreements were signed, which of the last one in the fourth quarter, for non exclusive sales of Genovis products in the US. I am happy that we have found partners with solid experience and ability to develop sales on the American market. Even though just a few months have passed since we signed the agreements, it is clearly noticeable that this has an immediate impact on sales; 65 % of our sales is generated in the US, which is a higher percentage than before and this proves that we have not lost sales through the transfer from our subsidiary to distribution partners. During 2010 we will intensify our work through the distribution partners to increase the growth rate in the US, and we will adopt a similar work mode in Europe.
Product development and research
During the year the R&D operation has primarily been focusing on medical imaging, i.e. the use of nanoparticles as contrast agents in different medical imaging techniques, e.g. MRT (Magnetic Resonance Tomography). We have collaborated with Eijdo research throughout the year, and during this last quarter the collaborative efforts have been very intense, in the sense that Eijdo committed their resources exclusively to product development and research of mutual corporate interest. This line of work will continue to be intensive during most part of 2010. We are focusing on three projects; imaging of tumor growth, imaging of natural migration of stem cells in the brain, and imaging of lymph nodes. The latter project is performed in collaboration with Lund University. In 2009 we were able to demonstrate, for the first time, that we can design, produce, and evaluate biocompatible and injectable nano structures for use in several applications in the area of preclinical medical imaging. We aim to enlarge research and development collaborations in Sweden and in Europe during 2010.
Two product groups
Genovis has, since a few years back, two product lines as development areas; proteins used as technical tools for development of antibody based pharmaceuticals and diagnostics, and nanoparticles in biomedical applications.
In 2009 we have seen an increasing demand for the products in our protein portfolio, and as a result of our product development efforts we have come up with applications that, to our great satisfaction, attract completely new customer groups. To be able to produce the proteins in bigger quantities it seems more cost-effective to sub-contract the production to a partner that already has an established large scale production of proteins. During the second half of 2009 we decided to maintain and further develop the intellectual property regarding the protein portfolio, and to subcontract production and global sales to one or several actors. The two protein products FabRICATOR® and IgGZERO™ made up some 85 % of our sales in 2009. During 2010 we aim to conclude agreement for external production of the protein products and to fully launch the third portfolio product, FcDOCKER™.
The nanoparticle portfolio has been under continuous development since Genovis was founded, and we have to date built a unique know-how regarding design, production, and evaluation of biocompatible properties that can be used in numerous applications. The very first product we launched was a so called transfection reagent. Transfection means the transfer of a new gene in to a cell or a molecule in order to alter the generic composition of the cell. In 2009 we were able to demonstrate that we can add several properties (or modalities) to one and the same nanoparticle, in addition to its transfection properties. In clinical medical imaging as well as in the laboratory setting such particles are in high demand due to their contrasting properties. The market for contrast agents used for preclinical imaging performed with MRT, gamma camera, PET, fluorescence microscope, optical measurement and ultrasound is expected to grow by 20-30% annually in the next five years. The force stimulating such a growth is the development of new hardware introduced in new equipment, and that software for visual interpretation is in rapid development which in turn creates demand for new contrast agents. In 2010 we will commence marketing of Genovis multimodal nanoparticles, and the know-how related thereto, for use in the preclinical market. We will target those customers who are actively working with medical imaging. There is also among these customers the need to perform transfection, e.g. in connection with stem cell research and when performing cell transplantations. By focusing more on specific customer groups we aim to work more effectively and increase sales of this product group.
In contrast to the production of our protein products, the production methods for our nanoparticles is an important part of the Genovis first-rate competence, and we aim to further develop this concept for contract production ordered by external partners. Our strategy is on the one hand, to continue to develop, launch, and sell nanoparticles as what we call multimodal particles, and on the other hand, to build what we refer to as a nanohouse, which means that we will also offer a platform for the design, production, and verification of nanoparticles for those customers who need the support from the expertise in the area to be able to develop/sell nanostructures of kinds for biomedical applications. This is a cost-effective way to use all our generated know-how and invested capital. The work with multimodal nanoparticles was started in 2009. Our objective is that by the end of 2011 we will have launched both these concepts fully out, and that Genovis shall deliver multimodal nanostructures for use, at the minimum, in one project in clinical diagnostics or as medical-technical tools in clinical use.
Financing
In 2008 Genovis refrained from carrying out a new financial round, with the consequence that in the beginning of 2009 we had to complete a new share issue that covered 50% of the bridge financing we had carried during 2008. This meant in turn that the company needed additional capital to complete the acquisition of Eijdo research AB. The overall financial situation at the time impacted on our financing strategy, and we decided in connection with the Eijdo acquisition to complete a share issue to cover only our short term capital need. We did so partly to secure the acquisition, partly to execute the short term plan for integrating Eijdo research into the corporation. To successfully reach the objectives we have set for the operation in the coming two years, we aim to finance the whole plan in order to give the organization the possibility to focus on the set goals.
As I look back at 2009, I can see that it was a financially bumpy and unsecure year, but to Genovis it turned out to be a year during which we thanks to our restructuring work and our consistent and dedicated product development took a great leap forward. To develop a company such as Genovis demands a long term vision and we are grateful to our shareholders for the patience they have shown so far, and we can only hope that there is confidence in our offensive approach over the next two years.
Sarah Fredriksson
CEO Genovis
Genovis contract with Mangold Fondkommission as liquidity guarantor has been canceled
As of December 25, 2009 Genovis contract with Mangold Fondkommission as liquidity guarantor has been canceled and a new liquidity guarantor has not been appointed.
Genovis AB nomination committee appointed
Bo Håkansson
Stina Gestrelius
Anna Gisselsson
Henricus in’t Zandt
Hans-Göran Arlock
The nomination committee represents 34,11 % of the total number of votes in the company.
The AGM will be held on April 22, 2009 at 5:00 PM in Genovis facilities at Scheelevägen 22 in Lund, Sweden.
Genovis carries out a directed share issue
Background and motive
Today the Board of Directors decided upon a directed share issue to strengthen the liquidity and ensure already started development projects.
Decision upon a directed share issue
According to the resolution of the Annual General Meeting on the 2nd of June 2009, the Board of Directors has decided to issue a maximum of 1 800 000 shares to Skaninavisk Fondkommission AB without preemptive rights for the current shareholders. Following this decision the share capital is increased to a maximum of SEK 720 000. The subscription will be at the issue price of SEK 1. The share issue results in a dilution of maximum 7,9 % .
Conditions
1 Skandinavisk Fondkommission AB shall have the right to subscribe for the new shares.
2 A cash price of SEK 1 shall be paid for each share subscribed.
3 Shares shall be subscribed for by subscription list at the latest November 24, 2009.
4 Shares shall be paid for at the latest December 4, 2009.
5 The new shares shall be entitled to dividends starting with the 2009 financial year.
6 The CEO is authorized to make minor adjustments to the share issue decision as required for registration of the matter with the Swedish Company Registration Office and Euroclear Sweden AB (VPC AB)
