Pursuant to the terms of the registration
rights agreement, if we are eligible to use a shelf registration statement, then a shareholder or group of shareholders holding
at least 10% of our outstanding common shares may request that we effect a shelf registration on similar terms as the demand registrations
described above, except that offerings will be conducted as underwritten takedowns. As of March 1, 2019 dievini Hopp BioTech holding
GmbH & Co KG and Varuma AG were our only shareholders party to the registration rights agreement holding at least 10% of our
outstanding commons shares, representing approximately 44.5% of the voting power of our common shares outstanding as of March 1,
2019. We will only be required to effect one public offering from such shelf registration statement within any six month period,
each of which shall be deemed to constitute a demand registration for purposes of the number of demand registrations we are required
to effect as described under “—Demand Registration Rights” above.
In August 2018, we filed a registration
statement on Form F-3 to register the resale of one of our shareholder’s common shares pursuant to the requirements of the
registration rights agreement.
Related Person Transaction Policy
Prior to our initial public offering, we
entered into a new related person transaction policy under which any such transaction must be approved or ratified by the audit
and finance committee.
In connection with our initial public offering,
we entered into indemnification agreements with our executive officers and directors. The indemnification agreements and our Articles
of Association require us to indemnify our executive officers and directors to the fullest extent permitted by law.
|C.||Interests of Experts and Counsel
ITEM 8. FINANCIAL INFORMATION
|A.||Consolidated statements and other financial information
See “Item 18. Financial Statements,”
which contains our financial statements prepared in accordance with IFRS.
From time to time we may become involved
in legal proceedings that arise in the ordinary course of business. During the period covered by the financial statements contained
herein, we have not been a party to or paid any damages in connection with litigation that has had a material adverse effect on
our financial position. No assurance can be given that future litigation will not have a material adverse effect on our financial
position. When appropriate in management’s estimation, we may record reserves in our financial statements for pending litigation
and other claims.
Dividends and Dividend Policy
We have never declared or paid cash dividends
on our capital stock. We intend to retain all available funds and any future earnings, if any, to fund the development and expansion
of our business and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination related
to dividend policy will be made at the discretion of our board of directors.
Under Swiss law, any dividend must be proposed
by our board of directors and approved by our shareholders. In addition, our auditors must confirm that the dividend proposal of
our board of directors conforms to Swiss statutory law and our articles of incorporation. A Swiss corporation may pay dividends
only if it has sufficient distributable profits brought forward from the previous business years (“report des bénéfices”)
or if it has distributable reserves (“réserves à libre disposition”), each as evidenced by its
audited standalone statutory balance sheet prepared pursuant to Swiss law and after allocations to reserves required by Swiss law
and its articles of association have been deducted. Distributable reserves are generally booked either as “free reserves”
(“réserves libres”) or as “reserve from capital contributions” (“apports de capital”).
Distributions out of nominal share capital, which is the aggregate nominal value of a corporation’s issued shares, may be
made only by way of a share capital reduction.