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
Date of report: October 28, 2019
Commission File Number: 001-38844
GENFIT S.A.
(Translation of registrant’s name into English)
Parc Eurasanté
885, avenue Eugène Avinée
59120 Loos, France
(Address of principal executive office)
Indicate by check mark whether 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): ☐
Explanatory Note
General Meeting
Genfit S.A. (the “Company”) will hold a Combined Shareholders’ Meeting (the “Meeting”) on November 27, 2019 beginning at 2:30 p.m. CET at Genfit’s headquarters, located at Parc Eurasanté, 885 Avenue Eugène Avinée, 59120, Loos, France.
The original meeting notice, including the agenda, contained two errors, which have been corrected in the following documents, which are attached as exhibits hereto and incorporated by reference herein.
EXHIBIT LIST
|
Exhibit |
Description | |
| 99.1 | Amended Notice of Shareholders’ Meeting, dated October 23, 2019 | |
| 99.2 | Amended Notice of Shareholders’ Meeting, dated October 25, 2019 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENFIT S.A. | ||||||
| Date: October 28, 2019 | By: | /s/ Pascal PRIGENT | ||||
| Name: Pascal PRIGENT | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
This document has been translated in English for information only. In the event of any differences between the French text and the English text, the French language version shall supersede.
October 23, 2019 FRENCH OFFICIAL LEGAL ANNOUNCEMENT PUBLICATION «BALO» Bulletin N°127
SHAREHOLDERS' AND UNITHOLDERS' MEETINGS
GENFIT
French public limited company (Société Anonyme)
governed by a Board of Directors
with share capital of 9,707,855.25 euros
Registered Office: 885 avenue Eugène Avinée, 59120 Loos
424 341 907 R.C.S. Lille Métropole
(the “Company”)
COMBINED SHAREHOLDERS’ MEETING OF NOVEMBER 27, 2019
Notice correcting the meeting notice serving as the convening notice published on October 21, 2019 in the French Official Legal Publication for Announcements (“BALO”) n°126
In the aforementioned notice, the third paragraph of the seventh resolution should be read as follows:
Seventh Resolution - Delegation of authority granted to the Board of Directors for the purpose of issuing autonomous share subscription warrants reserved for the consultants of the Company
“2. Decides that the nominal amount of the share capital increases that could potentially be carried out pursuant to this delegation cannot exceed a maximum nominal amount of €6,250 (i.e., on the basis of the current nominal value of the Company’s shares, equal to €0.25, a maximum amount of 25,000 shares), it being specified that this amount does not take into account any adjustments that may potentially be carried out in accordance with applicable legal and regulatory provisions and, as the case may be, with contractual stipulations providing for other cases of adjustment, in order to preserve the rights of holders of securities or other rights giving access to the share capital;”
The Agenda and the other resolutions remain unchanged.
The Board of Directors
Exhibit 99.2
This document has been translated in English for information only. In the event of any differences between the French text and the English text, the French language version shall supersede.
October 25, 2019 FRENCH OFFICIAL LEGAL ANNOUNCEMENT PUBLICATION «BALO» Bulletin N°128
SHAREHOLDERS' AND UNITHOLDERS' MEETINGS
GENFIT
French public limited company (Société Anonyme)
governed by a Board of Directors
with share capital of 9,707,855.25 euros
Registered Office: 885 avenue Eugène Avinée, 59120 Loos
424 341 907 R.C.S. Lille Métropole
(the “Company”)
COMBINED SHAREHOLDERS’ MEETING OF NOVEMBER 27, 2019
Notice correcting the meeting notice serving as the convening notice published on October 21, 2019 in the French Official Legal Publication for Announcements (“BALO”) n°126
In the aforementioned notice, the second paragraph of the tenth resolution should be read as follows:
Tenth Resolution - Delegation of authority granted to the Board of Directors for the purpose of issuing ordinary shares and/or securities giving access to the share capital of the Company for the benefit of the members of a company savings plan
“1. Delegates all powers to the Board of Directors for the purpose of increasing the Company’s share capital, either once in full or in a number of instalments, in the proportions and at the times it shall determine, by a maximum nominal amount of €12,500 (or, on the basis of the current nominal value of the Company’s shares, equal to €0.25, a maximum amount of 50,000 shares), through the issuance of shares or other securities giving access to the share capital, reserved to members of a company savings plan of the Company and of French or foreign companies that are related to the Company under the conditions set forth in article L. 225-180 of the French Code de commerce and article L. 3344-1 of the French Code du travail;”
The Agenda and the other resolutions remain unchanged.
The Board of Directors