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: June 19, 2020
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”) has reconvened its Ordinary Shareholders’ Meeting (the “Meeting”) on June 30, 2020 beginning at 3:00 pm. CEST at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), France as a result of not reaching the required quorum at the Ordinary Shareholders’ Meeting called on June 11, 2020.
Due to ongoing lockdown and prohibition on public gatherings currently imposed by the French government to prevent the spread of Coronavirus (Covid-19), upon decision of the Board of Directors of the Company, the Shareholders’ Meeting will be held exceptionally behind closed doors, that is to say without the physical presence of shareholders and others who are usually entitled to attend, in accordance with the provisions of Article 4 of Ordinance No. 2020-321 of March 25, 2020.
The following documents regarding the Company’s Meeting, which are attached as exhibits hereto, are incorporated by reference herein.
EXHIBIT LIST
| Exhibit | Description | |
| 99.1 | Press Release dated June 19, 2020. | |
| 99.2 | Notice of Shareholders’ Meeting of Genfit S.A., including Agenda | |
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: June 19, 2020 | By: | /s/ Pascal PRIGENT | ||||
| Name: Pascal PRIGENT | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 99.1
GENFIT: Annual Shareholders Meeting on second convening to be
held on June 30, 2020 at 3:00 pm CEST
Lille (France); Cambridge (Massachusetts, United States) — June 19, 2020 — GENFIT (Nasdaq and Euronext: GNFT), a late-stage biopharmaceutical company dedicated to improving the lives of patients with metabolic and chronic liver diseases, today announced that it published in the June 19, 2020 French legal announcements bulletin (Bulletin des Annonces Légales Obligatoires), its convening notice for the Annual Shareholders Meeting to be held on Tuesday, June 30, 2020, at 3:00 pm CEST.
In accordance with the provisions of Article 4 of Ordinance No. 2020-321 of March 25, 2020, the Shareholders Meeting on second convening will be held virtually from the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée Loos, 59120, France, with the same agenda as the June 11, 2020 Shareholders Meeting that could not validly meet as a result of its failure to obtain the required quorum. The resolutions that will be submitted to the June 30, 2020 Shareholders Meeting remain unchanged.
The second part of the second Shareholders Meeting convening notice published in the June 19, 2020 French legal announcements bulletin (Bulletin des Annonces Légales Obligatoires) and available in the Investors & Media section of the Company’s website (https://ir.genfit.com/financial-information/shareholders-meeting) outlines the procedures by which shareholders may participate in the Meeting notwithstanding the exceptional measures required in order to comply with regulatory constraints and ensure the health and safety of our shareholders.
Shareholders who have not previously done so can provide their voting instructions via the Internet through the VOTACCESS platform which has been reopened as of today. The Shareholders Meeting will be available via live audio broadcast and a recording will be made available through the Investors section of our website (https://ir.genfit.com) under the Events section and on the Shareholders Meeting page under Financials.
In accordance with articles R.225-77 and R.225-79 of the French Commercial Code, proxy forms sent to the Company, electronic votes and voting powers given to the shareholders meeting on first convening remain valid for the Shareholders Meeting on second convening to be held on June 30, 2020, as long as the shares voted remain in the respective shareholders’ accounts.
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 1 |
ABOUT GENFIT
GENFIT is a late-stage biopharmaceutical company dedicated to the discovery and development of innovative therapeutic and diagnostic solutions in metabolic and liver related diseases where there are considerable unmet medical needs, corresponding to a lack of approved treatments. GENFIT is a leader in the field of nuclear receptor-based drug discovery, with a rich history and strong scientific heritage spanning almost two decades. Its most advanced drug candidate, elafibranor, is currently being evaluated in a pivotal Phase 3 clinical trial (“RESOLVE-IT”) as a potential treatment for NASH, and GENFIT plans to initiate a Phase 3 clinical trial of elafibranor in PBC. As part of GENFIT’s comprehensive approach to clinical management of patients with NASH, GENFIT is also developing a new, non-invasive blood-based diagnostic test, NIS4, which, if approved, could enable easier identification of patients with NASH. With facilities in Lille and Paris, France, and Cambridge, MA, USA, the Company has approximately 200 employees. GENFIT is a publicly traded company listed on the Nasdaq Global Select Market and in compartment B of Euronext’s regulated market in Paris (Nasdaq and Euronext: GNFT). www.genfit.com
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements, including those within the meaning of the Private Securities Litigation Reform Act of 1995, with respect to GENFIT, including statements regarding the reconvening of our shareholders meeting. The use of certain words, including “believe,” “potential,” “expect” and “will” and similar expressions, is intended to identify forward-looking statements. Although the Company believes its expectations are based on the current expectations and reasonable assumptions of the Company’s management, these forward-looking statements are subject to numerous known and unknown risks and uncertainties, which could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include, among other things, the uncertainties inherent in research and development, including related to safety, biomarkers, progression of, and results from, its ongoing and planned clinical trials, review and approvals by regulatory authorities of its drug and diagnostic candidates and the Company’s continued ability to raise capital to fund its development, as well as those risks and uncertainties discussed or identified in the Company’s public filings with the French Autorité des marchés financiers (“AMF”), including those listed in Section 2.1 “Main Risks and Uncertainties” of the Company’s 2019 Universal Registration Document filed with the AMF on May 27, 2020 under n° D.20-0503, which is available on GENFIT’s website (www.genfit.com) and on the website of the AMF (www.amf-france.org) and public filings and reports filed with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s 20-F dated May 27, 2020. In addition,
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com | 2 |
even if the Company’s results, performance, financial condition and liquidity, and the development of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods. These forward-looking statements speak only as of the date of publication of this document. Other than as required by applicable law, the Company does not undertake any obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise.
CONTACT
GENFIT | Investors
Naomi EICHENBAUM – Investor Relations | Tel: +1 (617) 714 5252 | investors@genfit.com
PRESS RELATIONS | Media
Hélène LAVIN – Press relations | Tel: +333 2016 4000 | helene.lavin@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos - FRANCE | +333 2016 4000 | www.genfit.com |
3 |
Exhibit 99.2
June 19, 2020 FRENCH OFFICIAL LEGAL ANNOUNCEMENT PUBLICATION «BALO»
Bulletin N°74
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.
SHAREHOLDERS' AND UNITHOLDERS' MEETINGS
GENFIT
French public limited company (Société Anonyme)
governed by a Board of Directors
with share capital of 9,714,654.25 euros
Registered Office: 885 avenue Eugène Avinée, 59120 Loos
424 341 907 R.C.S. Lille Métropole
Notice of second convocation
Following the notice of meeting serving as convocation published in the French Official Legal Announcement Publication “BALO” Bulletin No. 55 of May 6, 2020, Ladies and Gentlemen, the fellow shareholders of the company GENFIT S.A. (the “Company”) are informed that the ordinary shareholders’ meeting convened at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), on June 11, 2020 at 10 am, could not be deliberate due to the required quorum not being reached.
Consequently, and in accordance with applicable laws and regulations, the shareholders of the Company are notified of the holding of an ordinary shareholders’ meeting convened on second convocation (the "Shareholders’ Meeting"), on Tuesday June 30, 2020 at 3 pm, at the Company’s headquarters located Parc Eurasanté, 885 avenue Eugène Avinée in Loos (59120), in order to deliberate on the same agenda. The text of the draft resolutions to be proposed to the shareholders’ meeting remains unchanged.
In view of the governmental measures for the lockdown and prohibition of gatherings currently in force to fight against the spread of the epidemic of Coronavirus (Covid-19), upon decision of the Board of Directors of the Company, the Shareholders’ Meeting will exceptionally be held behind closed doors, that is to say without the presence of shareholders and other persons who are usually entitled to attend, in accordance with the provisions of Article 4 of Ordinance No. 2020-321 of March 25, 2020.
The description of the procedures which will allow shareholders to participate in the Shareholders’ Meeting notwithstanding these exceptional measures required in order to comply with regulatory constraints and preserve the health of each person is set out in the second part of this conveying’s notice.
AGENDA
Ordinary Shareholders’ Meeting
| - | Presentation of the Board of Directors’ management report on the Company's activity and on the financial statements for the year ended on December 31, 2019, the Statutory Auditors' general report on the accounts for the year ended on December 31, 2019; |
| - | Presentation of the Group’s management report by the Board of Directors and reading of the Statutory Auditors' general report on the consolidated financial statements for the year ended on December 31, 2019; |
| - | Presentation of the Board of Directors’ corporate governance report; |
| - | Approval of the annual financial statements for the year ended on December 31, 2019 (Resolution n°1); |
| - | Approval of the consolidated annual financial statements for the year ended on December 31, 2019 (Resolution n°2); |
| - | Allocation of the results for the year ended on December 31, 2019 (Resolution n°3); |
| - | Reading and approval of the Statutory Auditors' special report on the regulated agreements within the meaning of article L. 225-38 et seq. of the French Code de commerce previously authorised and entered into and whose execution continued during the past financial year (Resolution n°4); |
| - | Reading of the Board of Directors’ special report on the options to subscribe or purchase Company’s shares in accordance with article L. 225-184 of the French Code de commerce; |
| - | Reading of the Board of Directors’ special report on the granting of free shares in accordance with article L. 225-197-4 of the French Code de commerce; |
| - | Reading of the table summarizing the delegations of authority and powers granted by the shareholders’ meeting to the Board of Directors in respect of capital increases, in accordance with articles L. 225-129-1 et seq. of the French Code de commerce; |
| - | Reading of the Board of Directors’ supplementary report on the use of delegations of powers granted by the shareholders’ meeting, in accordance with article R. 225-116 of the French Code de commerce; |
| - | Appointment of Mrs. Katherine KALIN as a member of the Board of Directors (Resolution n°5); |
| - | Appointment of Mr. Eric BACLET as a member of the Board of Directors (Resolution n°6); |
| - | Approval of the information relating to the components of overall compensation paid during the 2019 financial year, or allocated for the same financial year, to all of the Company's corporate officers (Resolution n°7); |
| - | Approval of the components of overall compensation paid during the 2019 financial year, or allocated for the same financial year, to Mr. Jean-François MOUNEY, Chairman of the Board of Directors of the Company (Resolution n°8); |
| - | Approval of the components of overall compensation paid during the 2019 financial year, or allocated for the same financial year, to Mr. Pascal PRIGENT, Chief Executive Officer of the Company (Resolution n°9); |
| - | Approval of the compensation policy for financial year 2020 applicable to all of the Company's corporate officers (Resolution n°10); |
| - | Approval of the compensation policy for financial year 2020 applicable to Mr. Jean-François MOUNEY, Chairman of the Board of Directors of the Company (Resolution n°11); |
| - | Approval of the compensation policy for financial year 2020 applicable to Mr. Pascal PRIGENT, Chief Executive Officer of the Company (Resolution n°12); |
| - | Approval of the compensation policy for financial year 2020 applicable to the Directors of the Company (Resolution n°13); and |
| - | Powers to carry out formalities (Resolution n°14). |
* * *
| I. | Preliminary formalities to complete in order to participate to the Shareholders’ Meeting |
Within the framework of Ordinance no. 2020-321 of March 25, 2020 (the “Covid-19 Ordinance”) adapting the rules for meeting and deliberation of meetings and governing bodies of legal persons and entities without legal personality of private law due to the Covid-19 epidemic, and with the constant concern of ensuring, as far as possible, the security and protection of all stakeholders (including those of investors) at the Shareholders’ Meeting, this meeting will be held without the physical attendance of the shareholders.
Under these conditions and in accordance with the Covid-19 Ordinance, in order to exercise your rights, you must:
| · | favour the use of the Internet for the completion of participation formalities, |
| · | express your choices before the meeting with respect to the resolutions that are proposed to you, namely by: |
| o | voting by post, |
| o | appointing a proxy who will vote before the Shareholders’ Meeting (the latter then having the option of communicating his voting instructions to the following address: paris.bp2s.france.cts.mandats@bnpparibas.com), | |
| o | granting a power of attorney to the President of the Shareholders’ Meeting, |
only options now available due to the circumstances and imperatives above-mentioned.
You may also ask questions in writing. These questions must:
| · | be sent by registered letter with acknowledgment of receipt to the following address: GENFIT, Service Financier, Parc Eurasanté, 885 avenue Eugène Avinée, 59120 Loos or by electronic communication to the following address: investors@genfit.com at the latest on the fourth business day preceding the date of the Shareholders’ Meeting; |
| · | be accompanied by a shareholding certificate of your GENFIT’s shares to be taken into account. |
Please be reminded that the proxy and postal voting forms received by the company for the June 11, 2020 meeting remain valid for this Shareholders’ Meeting.
Finally, shareholders are invited to regularly consult the section dedicated to the 2020 Shareholders’ Meeting on the Company's website: www.genfit.com.
| II. | Participation’s terms to the Shareholders’ Meeting |
The Shareholders’ Meeting is composed of all shareholders regardless of the number of shares they hold.
Each shareholder may be represented at the Shareholders’ Meeting by another shareholder, by their spouse or by the partner with whom they have concluded a civil solidarity pact. They may also be represented by any other natural or legal person of their choice (article L. 225-106 of the French Code de commerce).
The proxy thus designated will vote remotely under the conditions set out in III. below.
In accordance with article R. 225-85 of the French Code de commerce, the right to participate in the Shareholders’ Meeting is justified by registering the securities in the name of the shareholder or the intermediary registered on their behalf (in application of the seventh paragraph of article L. 228-1 of the French Code de commerce), on the second day preceding the Shareholders’ Meeting at midnight, Paris time, either in the registered securities accounts kept by the Company (or its agent ), or in the bearer (au porteur) securities accounts kept by the authorized intermediary.
The registration of the securities in the bearer (au porteur) securities accounts kept by the financial intermediaries is evidenced by a participation certificate issued by the latter (if necessary by electronic means) under the conditions provided for in article R. 225-85 of the French Code de commerce (with reference to article R. 225-61 of the same Code), in the appendix:
| · | the remote voting form; |
| · | the voting proxy. |
| III. | Vote by post or proxy |
| A. | Postal voting |
Shareholders wishing to vote by post or be represented by giving a proxy to the Chairman of the Shareholders’ Meeting or to a proxy may:
| · | For registered shareholders: return the postal or proxy voting form, which will be sent to them with the invitation, to the following address: BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex. |
| · | For bearer (au porteur) shareholders: request this postal or proxy voting form from the intermediary who manages their securities as of the date of the Shareholders’ Meeting. Once filled by the shareholder, this form will be returned to the account-keeping establishment, which will include a participation certificate and send it to BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9 , rue du Débarcadère - 93761 Pantin Cedex. To be taken into account, the postal voting forms must be received by the Company or the Shareholders’ Meetings Service of BNP Paribas Securities Services, at the latest on 27 June 2020. |
The appointments or revocations of agents expressed on paper must be received no later than the fourth day preceding the date of the Shareholders’ Meeting, i.e. June 26, 2020.
| B. | Electronic voting |
Shareholders also have the possibility of transmitting their voting instructions, of granting a power of attorney to the President of the Shareholders’ Meeting before the Shareholders’ Meeting, and of appointing or removing a proxy by Internet before the Shareholders’ Meeting on the Votaccess website, in accordance with the conditions described below:
For registered shareholders (actionnaires au nominatif):
Holders of pure or administered registered shares who wish to vote by Internet will access the Votaccess’ website via the Planetshares site, the address of which is as follows: https://planetshares.bnpparibas.com.
Holders of pure registered shares must connect to the Planetshares site with their usual access codes.
Holders of administered registered shares will have to connect to the Planetshares site using their identification number, which is found at the top right of their paper voting form. In the event that the shareholder is no longer in possession of their username and / or password, they may contact the number made available to them, being either 01 57 43 02 30 from France or +33 1 57 43 02 30 from abroad, or use the contact form on the Planetshares website: https://planetshares.bnpparibas.com.
After logging in, the registered shareholder must follow the instructions given on the screen in order to access the Votaccess’ website and vote, or appoint or dismiss a proxy.
The appointments or revocations of proxies must be received no later than the fourth day preceding the date of the Shareholders’ Meeting, i.e. June 26, 2020.
For bearer shareholders (actionnaires au porteur):
It is up to the bearer shareholder to inquire in order to know whether his account-keeping establishment is connected or not to the Votaccess’ website and, if necessary, if this access is subject to specific conditions of use.
If the shareholder's account-keeping establishment is connected to the Votaccess’ website, the shareholder must identify himself on the Internet portal of his account-keeping establishment with his usual access codes. He must then click on the icon which appears on the line corresponding to his actions and follow the indications given on the screen in order to access the Votaccess’ website and vote, grant a power of attorney to the President of the Shareholders’ Meeting or appoint or dismiss a proxy.
If the shareholder's account-keeping establishment is not connected to the Votaccess’ website, it is specified that the notification of the appointment and the revocation of a proxy may however be made electronically in accordance with the provisions of the article R. 225-79 of the French Code de commerce, in the following ways:
| · | the shareholder must send an email to paris.bp2s.france.cts.mandats@bnpparibas.com. This email must contain the following information: name of the Company concerned, date of the Shareholders’ Meeting, last name, first name, address, bank references of the principal as well as the name, first name and if possible the address of the agent; and |
| · | the shareholder must obligatorily ask their financial intermediary who manages their securities account to send a written confirmation to the Shareholders’ Meetings department of BNP Paribas Securities Services - CTO Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex. |
Only notifications of designation or revocation of mandates may be sent to the aforementioned email address, any other request or notification relating to another object that cannot be taken into account and/or processed.
In order for appointments or revocations of proxies expressed by electronic means to be validly taken into account, confirmations must be received no later than the fourth day preceding the date of the meeting, i.e. June 26, 2020.
The Votaccess’ website will be reopened from June 19, 2020.
The possibility of voting online before the Shareholders’ Meeting will end the day before the meeting, i.e. June 29, 2020 at 3:00 p.m. Paris time.
However, in order to avoid any possible congestion on the Votaccess’ website, shareholders are advised not to wait until the day before the Shareholders’ Meeting to vote.
Both registered shareholders and bearer shareholders may appoint a proxy under the conditions indicated above.
In accordance with decree 2020-418 of April 10, 2020, the proxy thus appointed shall send, no later than the 4th day preceding the date of the Shareholders’ Meeting, an email containing the voting instructions in the form of the single form by electronic message to the address: paris.bp2s.france.cts.mandats@bnpparibas.com. This email must contain the following information: name of the Company concerned, date of the Shareholders’ Meeting, last name, first name, address, principal's bank details as well as the name, first name and, if possible, the address of the proxy.
In accordance with decree 2020-418 of April 10, 2020, a shareholder who has already cast his vote at a distance, sent a proxy or requested his admission card or a certificate of participation can choose another mode of participation in the Shareholders’ Meeting provided that its instruction in this sense reaches the company within a timeframe compatible with the taking into account of the new instructions. The previous instructions received are then revoked.
Written questions
In accordance with article R. 225-84 of French Code de commerce, each shareholder has the possibility to send to the Board of Directors, which should answer during the meeting, the written questions of his choice.
The questions shall be sent by registered letter with acknowledgement of receipt at the following address GENFIT, Service Financier, Parc Eurasanté, 885 avenue Eugène Avinée, 59120 Loos or by email to the following address: investors@genfit.com.
This mailing shall be realised at the latest the fourth business day preceding the date of the Shareholders’ Meeting.
Rights to shareholder information
All the documents and information set forth in article R. 225-73-1 of the French Code de commerce shall be consulted on the issuer’s website: www.genfit.fr as from the 21st day before the shareholders’ meeting initially convened for June 11, 2020, being May 20, 2020.
*****
The Board of Directors