Notice of extraordinary general meeting in Chosa Oncology AB

Oct 04, 2024

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
  

The shareholders of Chosa Oncology AB, Reg. No. 559037-2271, are invited to attend the extraordinary general meeting to be held on Wednesday 23 October 2024 at 4 p.m. at Medicon Village, restaurant Inspira, conference room Bengt, Scheeletorget 1, Lund, Sweden.
 

Right to participate and notification

Shareholders wishing to participate in the extraordinary general meeting must:

• partly be listed in the company’s share register kept by Euroclear Sweden AB as of Tuesday 15 October 2024; and
• partly have notified their participation no later than on Thursday 17 October 2024 by post to Chosa Oncology AB, Att. Gerton Jönsson, Medicon Village AB, SE-223 81 Lund, Sweden, or by e-mail to gerton@chosa.bio. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the extraordinary general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Thursday 17 October 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxy etc.

If the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company’s website (www.chosaoncology.com), and will be sent to shareholders who request it and state their address.

Proposed agenda

0. Opening of the meeting.
1. Election of Chairman of the meeting.
2. Preparation and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to confirm the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Determination of the number of board members and deputies.
7. Election of new board member.
8. Determination of remuneration for the new board member.
9. Closing of the meeting.

Proposed resolutions

Item 6: Determination of the number of board members and deputies

At the annual general meeting on 31 May 2024, it was resolved that the board should consist of five ordinary board members, without deputies. Buhl Krone Holding ApS (“Buhl Krone”) now proposes that the board instead shall consist of six ordinary board members, with no deputies, until the end of the next annual general meeting.

Item 7: Election of new board member

At the annual general meeting on 31 May 2024, Neil Goldsmith, Ingrid Atteryd Heiman, Claus Frisenberg Pedersen, Ulla Hald Buhl and Morten Myrhøj were elected as board members. Ingrid Atteryd Heiman was elected as Chairman of the board. Buhl Krone now proposes that Fred R. Hirsch is elected as new board member alongside the current board members.

Fred R. Hirsch, MD, PhD, is Executive Director at the Center for Thoracic Oncology and Co-Director of the Center of Excellence for Thoracic Oncology at The Tisch Cancer Institute at Mount Sinai, New York, and the Joe Lowe and Louis Price Professor of Medicine (Hematology and Medical Oncology) at the Icahn School of Medicine at Mount Sinai. He is also Associate Director of Biomarker Discovery for TCI.

Before joining Mount Sinai, Dr. Hirsch was a Professor of Medicine and Pathology at the University of Colorado for 18 years and Chief Executive Officer of the International Association for the Study of Lung Cancer (IASLC) for five years. Dr. Hirsch has received a number of awards and honors, including the IASLC Mary Matthews Award for Translational Research in Lung Cancer in 2007; the Japanese Lung Cancer Society Merit Award in 2010; the Addario Foundation Lecture Award in 2015; and the Wuan Ki Hong Lectureship Award in 2019.

Dr. Hirsch has also contributed to more than 400 publications in peer-reviewed journals. He is an internationally renowned authority on lung cancer treatment and research.

Dr. Hirsch does not hold any shares in Chosa Oncology, and is considered to be independent both in relation to the company and its management and in relation to its major shareholders.

Item 8: Determination of remuneration for the new board member

Buhl Krone proposes that board remuneration shall be paid with SEK 45,000 (corresponding to an annual fee of SEK 75,000) to Fred R. Hirsch for the period until the end of the next annual general meeting.

Information at the extraordinary general meeting

Shareholders present at the extraordinary general meeting have the right to request information in accordance with Chapter 7, Section 32, paragraph 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Meeting documents

The complete proposals and other documents before the extraordinary general meeting will be available at the company’s office at Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden and at the company’s website (www.chosaoncology.com) as from no later than two weeks before the extraordinary general meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the extraordinary general meeting.

Number of shares and votes in the company

As of the date of this notice to attend the extraordinary general meeting, the total number of shares and votes in the company amounts to 70,944,146. The company does not hold any own shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________________

Lund in October 2024
Chosa Oncology AB (publ)
The Board of Directors

For additional information, contact:
Peter Buhl Jensen, CEO
Peter@chosa.bio
+ 45 21 60 89 22

This information was submitted for publication, through the agency of the contact person set out above, on 4 October 2024.

CHOSA in short

CHOSA Oncology AB is an oncology biotechnology company led by a proven international team with veteran specialists in oncology; drug development; running clinical trials; regulatory expertise; and business development. CHOSA intends to enter into agreements for partnership or sublicensing of LiPlaCis® and the DRP®.

About iCIP™

CHOSA is focused on late-stage clinical development of LiPlaCis® and its DRP® drug response predictor to which it has worldwide rights. The cisplatin DRP is the only proven test to foresee and thereby select who to treat and who will benefit from cisplatin. Breast: We have strong phase 2b data in metastatic breast cancer, demonstrating that patients selected by DRP® responded better to treatment; have longer progression-free survival; and maybe even an overall longer total survival than those patients who were identified as unlikely to respond well to the treatment.

Lung: The cisplatin DRP has previously shown its ability to foresee the value of cisplatin therapy in lung cancer. Cisplatin therapy after surgery is a gold standard that increases lung cancer cure, but not always, and until now the doctors do not know who will benefit from cisplatin and who should have something else. This is where the cisplatin DRP is a potential game changer, especially in new neoadjuvant treatment where immunotherapy obtains high efficacy rates when combined with cisplatin doubles. Cisplatin DRP was validated in a blinded retrospective study in two lung cancer patient cohorts receiving cisplatin after surgery to kill remaining tumor cells. Thus, patients with the 10% highest scores had a 3-year survival of 90% whereas the patients with the lowest 10% score had much lower survival with only 40% surviving 3 years1.

Immunotherapy There is a new development that adds further value to our DRP. Cisplatin has often been shown to activate the immune system (making cold tumors hot), which makes tumors susceptible to PD1 inhibitors. This synergy is particularly important but not limited to the treatment of lung cancer, bladder cancer, and head and neck cancer. In the ever-growing PD1 inhibitor market, where competition is fierce, our company stands out with the ability to predict if cisplatin will provide synergy with PD1. This can give the PD1 selling companies a significant competitive advantage.

1) Buhl et al PLOS One doi: 10.1371/journal.pone0194609

DRP® is a registered trademark of Allarity Therapeutics, Inc., and is used under license granted to CHOSA. LiPlaCis is in-licensed from Allarity Therapeutics Ltd (previous Oncology Venture ApS) and LiPlasome Pharma ApS.