Today, on 13 May 2026, the annual general meeting of Immunovia AB (publ) was held. A summary of the adopted resolutions follows below.
Resolution on the adoption of the accounts and allocation of result
The annual general meeting resolved to adopt the profit and loss account and balance sheet and the consolidated profit and loss statement and consolidated balance sheet. The annual general meeting also resolved to allocate the company's result in accordance with the board's proposal, which means that no dividend will be paid, and that available funds of SEK 74,153,276 will be carried forward.
Discharge from liability of the members of the board of directors and the CEO
The annual general meeting decided to discharge the members of the board of directors and the CEO from liability for the financial year 2025.
Election and remuneration of the board of directors and auditor
The annual general meeting resolved in accordance with the Nomination Committee's proposal to re-elect Melissa Farina, Valerie Bogdan-Powers, Hans Johansson, Martin Møller, Bryan Riggsbee and Peter Høngaard Andersen as board members. Peter Høngaard Andersen was re-elected as chairman of the board.
The annual general meeting further resolved that board fees shall be paid with SEK 420,000 to the chairman of the board and that each of the other members of the board of directors shall receive SEK 180,000. It was further resolved that remuneration for committee work shall be paid in the amount of SEK 25,000 to members of the Audit, Commercial and Remuneration Committees and in the amount of SEK 60,000 to the chairmen of the Audit, Commercial and Remuneration Committees. Travel expenses will be reimbursed in accordance with the company's policy.
Finally, the annual general meeting resolved to elect Grant Thornton Sweden AB, as auditor and that the auditors' fees shall be paid in accordance with approved invoices. Grant Thornton Sweden AB has informed that the authorized public accountant Therése Utengen will be the auditor in charge.
Resolution on the approval of the remuneration report
The annual general meeting resolved to approve the remuneration report of the board of directors for the financial year 2025.
Resolution on authorization for the board of directors regarding issues
The annual general meeting resolved in accordance with the board of directors' proposal, for the purposes of enabling the board of directors to develop the company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, to authorize the board of directors to resolve, on one or several occasions before the next annual general meeting, with or without deviation from the shareholders' preferential rights and with or without provisions regarding payment in kind, set-off or other provisions, to issue new shares, convertibles and/or warrants.
The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of convertibles and/or exercise of warrants) shall be limited to a number that corresponds to a maximum of 20 % of the number of shares outstanding in the company at the time of the first issue resolution pursuant to the authorization. To the extent an issue is made with deviation from the shareholders' preferential rights, the issue shall be made on market terms.
Resolution on (A) option program for management and key persons; and (B) directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the board of directors to implement an employee option program for members of management and key persons (including employees and consultants). The purpose of the employee option program is that the board of directors see an equity-based incentive program in the form of options as a central part of an attractive and competitive remuneration package being necessary to attract, retain and motivate competent members of management and key persons (including employees and consultants) in the Immunovia group and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders.
The employee option program shall comprise a maximum of 28,322,818 options. Each option entitles the holders a right to acquire one new share in the company against cash consideration at an exercise price amounting to 100 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during five trading days immediately prior to the date of grant. Grants shall be made prior to the annual general meeting in 2027. The options are subject to a three-year vesting schedule, with 12/36 vesting after first year of the grant date and the remaining 24/36 vesting in equal monthly instalments thereafter. Vesting is conditional upon that the participant remains in employment or service with the group as of the date when the respective vesting occurs. The holders can exercise vested options as from vesting until the date that falls eight years after the grant date. Exercises can however only be made during "exercise windows" that occurs 14 calendar days after each quarterly report. For a participant that ceases to be employed or in a service relationship with the group, vested options must be exercised within four months from the date when the participant ceased to be employed or in a service relationship with the group.
In order to enable the company's delivery of shares under the employee option program, the general meeting further resolved on a directed issue of a maximum of 28,322,818 warrants to the company or a subsidiary in the company's group. In addition, the general meeting resolved to approve that the company or a subsidiary in the company's group may transfer warrants to the participants in the employee option program (or to a financial intermediary assisting with the delivery of shares to the participants) without consideration in connection with the exercise of employee options.
Resolution on (A) option program for board members; and (B) directed issue of warrants and approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to implement an option program for board members. The purpose of the option program is that the Nomination Committee see an equity-based incentive program in the form of options exercisable in connection with an exit event as a central part of an attractive and competitive remuneration package to attract, retain and motivate competent board members in the company and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders.
The option program shall comprise a maximum of 7,080,702 options. Each option entitles the holders a right to acquire one new share in the company against cash consideration at an exercise price amounting to 100 per cent of the volume weighted average share price of the company's share on Nasdaq Stockholm during the five trading days immediately after the annual general meeting on 13 May 2026. The options shall vest on the date of the company's annual general meeting 2027, provided that the participant is still a board member in the company on said date. In the event of an exit occurring prior to the annual general meeting 2027, the options will vest immediately and in full on the date such exit is completed. The options may only be exercised in connection with an exit, and options not exercised in connection with an exit will lapse. For the purposes of the option program, an "exit" means (a) a public takeover offer for all shares in the company where the offeror has declared the offer unconditional, (b) a merger or other corporate transaction where the company's shareholders immediately prior to the transaction hold less than 50 per cent of the voting rights in the surviving or new entity, (c) a sale or other disposal of all or substantially all of the company's assets (including intellectual property rights), in a single transaction or a series of related transactions, or (d) any other transaction whereby a person, or a group of persons acting in concert, acquires at least 90 per cent of the shares or votes in the company. The options will lapse on the date that falls eight years after the grant date, and if no exit has occurred by such date, all options will automatically lapse.
In order to enable the company's delivery of shares under the option program, the general meeting further resolved on a directed issue of a maximum of 7,080,702 warrants to the company or a subsidiary in the company's group.
In addition, the general meeting resolved to approve that the company or a subsidiary in the company's group may transfer warrants to the participants in the option program (or to a financial intermediary assisting with the delivery of shares to the participants) without consideration in connection with the exercise of options.
Lund, 13 May 2026
Immunovia AB (publ)
For further information, please contact
Jeff Borcherding, CEO
jeff.borcherding@immunovia.com
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer. Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world's largest market for detection of pancreatic cancer. The Company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing.
Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm.
For more information, please visit www.immunovia.com.
