Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
June 28 2024 - 3:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of June, 2024
Commission File Number: 001-41174
RELIEF THERAPEUTICS Holding SA
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
Switzerland
(Jurisdiction of incorporation or organization)
Avenue de Sécheron 15
1202 Geneva
Switzerland
Tel: +41 22 545 11 16
(Address of principal executive offices)
Indicate by check mark if the registrant files or
will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On June 27, 2024, RELIEF THERAPEUTICS Holding SA (the
“Company”) held its Annual General Meeting of Stockholders (“AGM”). The final results of the agenda
items submitted to a vote of the shareholders is as follows:
Agenda Item 1: Annual Report and Financial Statements
for the Year 2023
The AGM approved the 2023 annual report and financial
statements.
Agenda Item 2: Appropriation of Results
The AGM approved carrying forward the loss for the financial
year 2023.
Agenda Item 3: Discharge of the Board of Directors
and the Executive Committee
The AGM did not grant discharge to the board of directors
and the executive committee for the financial year 2023. While the extraordinary general meeting earlier this year granted such discharge
for that period, the Company acknowledges this outcome and will continue to engage with shareholders to address their concerns.
Agenda Item 4: Compensation of the members of the
Board of Directors and of the Executive Committee
The AGM approved the proposed maximum total amounts for
compensation of the board of directors for the period from this AGM 2024 until the AGM 2025, and of the executive committee for the financial
year 2025. The AGM also approved, on a consultive basis, the 2023 compensation report.
Agenda Item 5: Elections
Agenda Item 5.1: Members of the Board of
Directors
The AGM re-elected Dr. Raghuram Selvaraju,
Mr. Peter de Svastich, Mr. Gregory Van Beek, and Mr. Thomas Elzinga to the board of directors. As previously announced, Ms. Michelle Lock
did not stand for re-election, ending her service on the board of directors on the date of the AGM.
Agenda Item 5.2: Chairman of the Board of
Directors
The AGM approved the re-election of the chairman
of the board of directors, Dr. Raghuram Selvaraju.
Agenda Item 5.3: Nomination and Compensation
Committee
The AGM approved the election of Mr. Peter
de Svastich and the re-election of Dr. Raghuram Selvaraju as members of the nomination and compensation committee.
Agenda Item 5.4: Independent Voting Rights
Representative
The AGM approved the re-election of the independent
proxy, Mr. Thomas Hua.
Agenda Item 5.5: Auditors
The AGM approved the re-election of the statutory
auditor, MAZARS SA.
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On June 27, 2024, the Company issued a press release entitled “RELIEF
THERAPEUTICS Holding SA Announces Results of Annual General Meeting of Shareholders”, which press release is attached to this Form
6-K as Exhibit 99.1.
INDEX TO EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RELIEF THERAPEUTICS Holding SA
By: /s/ Jeremy Meinen
Jeremy Meinen
Authorized Signatory
Dated: June 28, 2024
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Exhibit 99.1
Ad hoc announcement pursuant to Art. 53 LR
RELIEF THERAPEUTICS Holding SA Announces
Results of
Annual General Meeting of Shareholders
GENEVA (June 27,
2024) – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief Therapeutics, or the Company), a
biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases,
announces the results of its annual general meeting (AGM) of shareholders, which took place in Geneva today. All but one of the
proposed resolutions were approved by a large majority of the represented votes.
AGM results
1. Annual
Report and Financial Statements for the Year 2023
The
AGM approved the 2023 annual report and financial statements.
2. Appropriation
of Results
The
AGM approved carrying forward the loss for the financial year 2023.
3. Discharge
of the Board of Directors and the Executive Committee
The
AGM did not grant discharge to the board of directors and the executive committee for the financial year 2023. While the extraordinary
general meeting earlier this year granted such discharge for that period, the Company acknowledges this outcome and will continue to engage
with shareholders to address their concerns.
4. Compensation
of the members of the Board of Directors and of the Executive Committee
The
AGM approved the proposed maximum total amounts for compensation of the board of directors for the period from this AGM 2024 until the
AGM 2025, and of the executive committee for the financial year 2025. The AGM also approved, on a consultive basis, the 2023 compensation
report.
5. Elections
5.1 Members
of the Board of Directors
The AGM re-elected Dr. Raghuram Selvaraju, Mr. Peter
de Svastich, Mr. Gregory Van Beek, and Mr. Thomas Elzinga to the board of directors. As previously announced, Ms. Michelle Lock did
not stand for re-election, ending her service on the board of directors today.
1 / 2
5.2 Chairman
of the Board of Directors
The AGM approved the re-election of the chairman of
the board of directors, Dr. Raghuram Selvaraju.
5.3 Nomination
and Compensation Committee
The AGM approved the election of Mr. Peter de Svastich
and the re-election of Dr. Raghuram Selvaraju as members of the nomination and compensation committee.
5.4 Independent
Voting Rights Representative
The AGM approved the re-election of the independent
proxy, Mr. Thomas Hua.
5.5 Auditors
The AGM approved the re-election of the statutory
auditor, MAZARS SA.
The resolutions submitted for the shareholders' vote
are detailed in the AGM Invitation. The voting results will be made available on the Company’s website later today.
ABOUT RELIEF THERAPEUTICS
Relief Therapeutics is a commercial-stage biopharmaceutical
company committed to advancing treatment paradigms and delivering improvements in efficacy, safety, and convenience to benefit the lives
of patients living with select specialty and rare diseases. Relief Therapeutics' portfolio offers a balanced mix of marketed, revenue-generating
products, our proprietary, globally patented TEHCLO™ and Physiomimic™ platform technologies and a targeted clinical development
pipeline consisting of risk-mitigated assets focused in three core therapeutic areas: rare skin diseases, rare metabolic disorders, and
rare respiratory diseases. In addition, Relief Therapeutics is commercializing several legacy products via licensing and distribution
partners. Headquartered in Geneva, Relief Therapeutics is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S.
on OTCQB under the symbols RLFTF and RLFTY. For more information, please visit our website www.relieftherapeutics.com .
CONTACT:
RELIEF THERAPEUTICS Holding SA
Jeremy Meinen
contact@relieftherapeutics.com
DISCLAIMER
This press release contains forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties, including its ability to achieve its corporate, development
and commercial goals, and other factors which could cause the actual results, financial condition, performance or achievements of Relief
Therapeutics to be materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. A number of factors, including those described in Relief Therapeutics' filings with the SIX Swiss Exchange and the U.S. Securities
and Exchange Commission (SEC), could adversely affect Relief Therapeutics. Copies of Relief Therapeutics’ filings with the SEC are
available on the SEC EDGAR database at www.sec.gov. Relief Therapeutics does not undertake any obligation to update the information
contained herein, which speaks only as of this date.
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