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: 001-41421
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Alvotech
(Translation of registrant’s name into English)
_____________________________
9, Rue de Bitbourg,
L-1273 Luxembourg,
Grand Duchy of Luxembourg
(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
INCORPORATION BY REFERENCE
Incorporation by Reference
This Report on Form 6-K (this “Report”) of Alvotech (the “Company”), excluding Exhibit 99.1 attached hereto, shall be deemed to be incorporated by reference into the Company’s registration statements on Forms F-3 (File Nos. 333-266136, 333-273262 and 333-275111) and the Company’s registration statement on Form S-8 (File No. 333-266881) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits 99.1, 99.2 and 99.3 to this Report are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Information contained on this report on Form 6-K
Annual and Extraordinary General Meeting
On June 7, 2024, Alvotech held its annual and extraordinary general meeting of shareholders (“2024 AGM”). A copy of the minutes of the proceedings of the 2024 AGM and attendance list of the 2024 AGM are furnished as Exhibit 99.1 and Exhibit 99.2 to this Report on Form 6-K.
Grant of Stock Options
On June 7, 2024, Alvotech announced that it had granted options to purchase a total of 65,712 shares to four members of its Board of Directors in accordance with the Company’s Equity Incentive Plan. The options are subject to a three-year vesting period and the exercise price of the stock options is $14.00 per share. Furthermore, a new board director who joined the Board of Directors on June 7, 2024, received an RSU grant of 17,870 restricted share units in accordance with the Remuneration Policy. The RSUs are subject to a three-year vesting period at a price of $13.99 per share. A copy of the announcement is furnished as Exhibit 99.3 to this Report on Form 6-K.
EXHIBIT INDEX
| |
| Exhibit | |
| No. | Description |
| 99.1 | 2024 AGM Minutes. |
| 99.2 | 2024 AGM Attendance List |
| 99.3 | Announcement Granting of Stock Options and Restricted Share Units |
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.
| ALVOTECH | ||
| Date: June 11, 2024 | By: | /s/ Tanya Zharov |
| Name: Tanya Zharov | ||
| Title: General Counsel | ||
Exhibit 99.1
Alvotech
Société anonyme
Registered office: 9, rue de Bitbourg, L-1273 Luxembourg
R.C.S. Luxemburg B 258884
(the “Company”)
Annual
General Meeting of Shareholders of the Company held on 7 June 2024 at 9:00 a.m. CEST at 41A, Avenue John F. Kennedy, L-1855 Luxembourg,
Grand Duchy of Luxembourg
The meeting is opened at 9:00 a.m. CEST with Ms. Tanya Zharov as chairman, who appoints Mr. Alexander Olliges, professionally residing in Luxembourg as secretary. The meeting elects Mr. Benedikt Stefansson as scrutineer.
The board of the meeting having thus been constituted, the chairman declared the following:
I. The shareholders represented, the votes received in writing, the proxyholders of the represented shareholders and the number of their shares are shown on an attendance list which, signed by the proxyholder of the shareholders and the persons having received proxy to sign the present minutes, shall remain annexed to this deed.
II. The said proxies and voting forms, initialled by the persons having received proxy to sign the present minutes, shall remain annexed to this deed.
III. That this general meeting was duly convened by notices containing the agenda of the meeting and published on the RESA under reference RESA_2024_104.3 on 6 May 2024, in the Luxembourg newspaper Luxemburger Wort, page 38, on 6 May 2024 as well as via FNS on the Luxembourg Stock Exchange.
IV. Pursuant to the articles of association of the Company and the Luxembourg law dated 10 August 1915 on commercial companies, as amended, (i) no resolution is required regarding item (1) of the agenda and (ii) resolutions regarding items 2-8 of the agenda will be passed at a simple majority of the votes validly cast, without any quorum requirement.
V. Pursuant to the attendance list, 214,267,388 common shares out of 302,727,462 issued common shares entitled to vote are represented and all the shareholders represented declare that they have had due notice knowledge of the agenda prior to the meeting. Considering 23,160,596 common shares were held by a subsidiary of the Company on the Record Date and related voting rights suspended, 76.64% of the shares entitled to vote are represented at the meeting.
VI. The present meeting is thus regularly constituted and may validly deliberate on all the items on the following agenda.
VII. The agenda of the present meeting is the following:
AGENDA
| 1. | Presentation of the management reports of the board of directors of the Company (the “Board of Directors”) and the reports of the independent auditor (réviseur d’entreprises agréé) on the Company's annual financial statements, prepared in accordance with the Luxembourg Generally Accepted Accounting Principles (the “Luxembourg GAAP”), and on the Company's consolidated financial statements for the financial year ended 31 December 2023, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (the “IFRS”). |
| 2. | Approval of the Company’s annual financial statements for the financial year ended 31 December 2023. |
| 3. | Approval of the Company’s consolidated financial statements for the financial year ended 31 December 2023. |
| 4. | Acknowledgement of the loss of the Company for the financial year ended 31 December 2023 and allocation of result. |
| 5. | Granting of discharge (quitus) to (a) Mr. Róbert Wessman, (b) Ms. Ann Merchant, (c) Ms. Lisa Graver, (d) Ms. Linda McGoldrick, (e) Mr. Richard Davies, (f) Mr. Tomas Ekman, (g) Mr. Faysal Kalmoua and (h) Mr. Arni Hardarson for the exercise of their respective mandate as member of the board of directors of the Company during the financial year ended 31 December 2023. |
| 6. | Renewal of the mandate of Deloitte Audit as independent auditor (réviseur d'entreprises agréé) of the Company in relation to the Company's annual financial statements and the consolidated financial statements of the Company for the financial year ending on 31 December 2024 until the annual general meeting of the Company approving such financial statements. |
| 7. | Appointment of Mr. Hjörleifur Pálsson as director of the Company. |
| 8. | Presentation of and advisory vote on the remuneration report for the board of directors of theCompany. |
Having duly considered each item on the agenda, the general meeting of shareholders after acknowledging the convening notice and related documents and upon deliberation took, the following resolutions:
First resolution
The board of the meeting presents and the general meeting of shareholders acknowledges the management reports of the Board of Directors and the reports of the independent auditor on the Company's annual financial statements and on the Company's consolidated financial statements for the financial year which ended 31 December 2023.
Second resolution
The general meeting of shareholders approves the Company’s annual financial statements for the financial year ended 31 December 2023 showing a balance sheet total of USD 2,505,710,971, as presented by the Board of Directors.
The result of the votes was as follows:
- 210,290,443 votes in favour: 99.99 %;
- 1 votes against: 0.01%;
- 3,976,944 abstentions.
Consequently, the resolution is adopted.
Third resolution
The general meeting of shareholders approves the consolidated financial statements for the financial year which ended on 31 December 2023 showing a balance sheet total of USD 950,090,000, as presented by the Board of Directors.
The result of the votes was as follows:
- 210,290,535 votes in favour: 99.99%;
- 1 votes against: 0.01%;
- 3,976,852 abstentions.
Consequently the resolution is adopted.
Fourth Resolution
The general meeting of shareholders acknowledges a loss of USD 118,704,511 and resolves to carry forward such loss to the next financial year.
The result of the votes was as follows:
- 210,289,685 votes in favour: 99.99%;
- 317 votes against: 0.01%;
- 3,977,386 abstentions.
Consequently the resolution is adopted.
Fifth resolution
The general meeting resolves to grant discharge the following members of the Board of Directors for the exercise of their mandates during the financial year ended 31 December 2023:
(i) Róbert Wessman;
(ii) Ann Merchant;
(iii) Lisa Graver;
(iv) Linda McGoldrick;
(v) Richard Davies;
(vi) Tomas Ekman;
(vii) Faysal Kalmoua; and
(viii) Arni Hardarson.
The result of the votes was as follows:
- 207,818,943 votes in favour: 99.99%;
- 6,310 votes against: 0.01%;
- 6,442,135 abstentions.
Consequently the resolution is adopted.
Sixth Resolution
The general meeting resolves to renew the mandate of Deloitte Audit, a société à responsabilité limitée existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 67895 as independent auditor (réviseur d’entreprises agréé) of the Company in relation to the Company’s annual financial statements and the consolidated financial statements of the Company for the financial year ending on 31 December 2024 until the annual general meeting of the Company approving such financial statements.
The result of the votes was as follows:
- 211,388,991 votes in favour: 99.99%;
- 2,043 votes against: 0.01%;
- 2,876,354 abstentions.
Consequently the resolution is adopted.
Seventh Resolution
The general meeting of shareholders resolves to appoint Mr. Hjörleifur Pálsson, born on 28 November 1963 in Selfoss, Iceland, professionally residing at Saemundargata 15-19, 102 Reykjavik, Iceland, as new director of the Company with effect as of 7 June 2024 and until the annual general meeting approving the annual accounts for the financial year ended on 31 December 2025.
The result of the votes was as follows:
- 210,258,149 votes in favour: 99.99%;
- 25,797 votes against: 0.01%;
- 3,983,442 abstentions.
Consequently the resolution is adopted.
Eighth Resolution
The general meeting of shareholder resolves to pass an advisory vote on the remuneration report for the members of the board of directors for the financial year ended 31 December 2023.
The result of the votes was as follows:
- 204,247,204 votes in favour: 99.52%;
- 978,351 votes against: 0.48.
- 9,041,833 abstentions;
Consequently the resolution is adopted.
There being no further business, the Meeting is closed at ___________ CEST.
[remainder of the page remains deliberately blank, signature pages follow]
[signature page - minutes of the annual general meeting of Alvotech held on 7 June 2024 – Chairman]
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Ms. Tanya Zharov
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| Chairman |
[signature page - minutes of the annual general meeting of Alvotech held on 7 June 2024 – Secretary]
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__________________ |
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Mr. Alexander Olliges
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| Secretary |
[signature page - minutes of the annual general meeting of Alvotech held on 7 June 2024 – Scrutineer]
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__________________ |
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Mr. Benedikt Stefansson
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| Scrutineer |
Exhibit 99.2
Alvotech
Société Anonyme
Siège social : 9, rue de Bitbourg, L-1273 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B258884
(the “Company”)
Attendance List of the Annual and Extraordinary General Meeting of Shareholders held in Luxembourg, on 7 June 2024
| Shareholders | Number of Ordinary Shares represented and entitled to vote* |
Signatures shareholders/proxies |
| Cede & Co | 9,472,523 | |
| Aztiq Pharma Partners S.à r.l. | 101,147,803 | |
| Alvogen Lux Holdings S.à r.l. | 88,940,619 | |
| Celtic Holdings II Limited | 1,636,236 | |
| Celtic Holdings III Limited | 910,871 | |
| Cetus Capital II LLC | 58,279 | |
| Cetus Capital III LP | 58,279 | |
| VSS Fund LP | 3,610 | |
| BIRTA LÍFEYRISSJÓÐUR | 2,788,575 | |
| FRJÁLSI LÍFEYRISSJÓÐURINN | 2,256,870 | |
| LÍFEYRISSJ.STARFSM.RÍK. A-DEILD | 2,094,383 | |
| STAPI LÍFEYRISSJÓÐUR | 1,728,386 | |
| LÍFSVERK LÍFEYRISSJÓÐUR | 803,115 |
| IS EQUUS HLUTABRÉF | 423,587 | |
| IS HLUTABRÉFASJÓÐURINN | 416,411 | |
| LÍFEYRISSJ.STARFSM.RÍK. B-DEILD | 372,497 | |
| IS EINKASAFN C | 309,881 | |
| SCULPTOR MASTER FUND LTD | 16,065 | |
| IS EINKASAFN D | 237,092 | |
| NJGC HOLDINGS, L.P. | 14,373 | |
| IS ÚRVALSVÍSITÖLUSJÓÐURINN | 140,299 | |
| ALPHA HLUTABRÉF | 87,029 | |
| LÍFEYRISSJÓÐUR STARFSM AKUREYRB | 68,803 | |
| IS EINKASAFN E | 67,665 | |
| IS EINKASAFN B | 60,884 | |
| SCULPTOR CREDIT OPPORTUNITIES M | 3,382 | |
| BBL 34 EHF. | 50,000 | |
| IS EIGNASAFN | 28,360 | |
| SIGRÍÐUR ÓLAFSDÓTTIR | 23,428 | |
| GUÐMUNDUR A KRISTJÁNSSON | 9,432 | |
| PÁLMAR INGI GUÐNASON | 8,319 |
| BJÖRGÓLFUR JÓHANNSSON | 7,161 | |
| ARNÓR INGI KRISTINSSON | 2,522 | |
| HJÖRLEIFUR PÁLSSON | 2,350 | |
| STEINGRÍMUR GUÐJÓNSSON | 1,465 | |
| RAFN HEIÐAR INGÓLFSSON | 1,161 | |
| INGÓLFUR GARÐARSSON | 888 | |
| RÚNAR EINARSSON | 825 | |
| VÍKINGUR VÍKINGSSON | 807 | |
| ODDUR KJARTANSSON | 680 | |
| ANIL BABU JAGARLAMUDI | 578 | |
| ÁSGEIR FRIÐGEIRSSON | 569 | |
| DAGUR SNÆR GUÐMUNDSSON | 523 | |
| HÖRÐUR ÓLAFSSON | 500 | |
| FRIÐRIK MARGEIR FRIÐRIKSSON | 400 | |
| INGÓLFUR ÁGÚSTSSON | 365 | |
| JÓHANN SIGURÐSSON | 361 | |
| SNJÓLAUGUR INGI HALLDÓRSSON | 350 | |
| SÓLEY GUÐMUNDSDÓTTIR | 297 |
| KJARTAN HALLDÓR EINARSSON | 290 | |
| ELÍN ÁSTA HALLGRÍMSSON | 289 | |
| VALDIMAR ÞÓR BRYNJARSSON | 281 | |
| OSMAN BEDOR KOROMA | 271 | |
| GUÐRÚN FJÓLA GUÐNADÓTTIR | 271 | |
| HINRIK VILHJÁLMSSON | 271 | |
| HALLVEIG ANDRÉSDÓTTIR | 271 | |
| SIVA PRATHAP REDDY MADEM | 271 | |
| SÚSANNA ERNST FRIÐRIKSDÓTTIR | 271 | |
| JAVED HUSSAIN | 271 | |
| ÁRNI AÐALSTEINN HALLDÓRUSON | 264 | |
| VÖRÐUHÓLL EHF. | 210 | |
| EINAR ÖRN ÓLAFSSON | 200 | |
| MARGRÉT JÓHANNA LÁRUSDÓTTIR | 200 | |
| KATERINA BODOROVÁ | 169 | |
| DAGNÝ BJÖRK ÞÓRGNÝSDÓTTIR | 164 | |
| VIKTOR MAR BONILLA | 159 | |
| VALDIMAR SVEINSSON | 132 |
| HÁKON VALDIMARSSON | 120 | |
| HLYNUR AÐILS VILMARSSON | 100 | |
| EYÞÓR ÓLAFSSON | 89 | |
| GUÐRÚN LÓA SVERRISDÓTTIR | 85 | |
| SIGURLAUGUR ODDUR JÓNSSON | 66 | |
| INGI FREYR ÁGÚSTSSON | 50 | |
| ÓLAFUR ÞÓR ÓLAFSSON | 46 | |
| MAGNÚS ÓLI FRIÐRIKSSON | 45 | |
| ÁSMUNDUR KJARTANSSON | 29 | |
| TOMASZ LATON | 26 | |
| BIRNA Þ. LONG HJÖRLEIFSDÓTTIR | 25 | |
| MATTHIAS AARON ELIASSON | 10 | |
| JAKOB JAKOBSSON | 1,912 | |
| KRISTJÁN ORRI DAÐASON | 695 | |
| KRISTMUNDUR ÁSMUNDSSON | 500 | |
| ARNHEIÐUR RUNÓLFSDÓTTIR | 271 | |
| ÞÓRÐUR BERG ÞÓRÐARSON | 146 | |
| DANÍEL LÍNBERG ALEXANDERSSON | 60 |
| TOTAL: | 214,267,388 out of 302,727,462 |
[remainder of page intentionally left blank – signature page follows]
[Signature page – attendance list of the annual general meeting of shareholders of Alvotech held on 7 June 2024]
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By:_____________________ Name: Tanya Zharov Title: Chairman |
By: _____________________ Name: Alexander Olliges Title: Secretary |
By: _____________________ Name: Benedikt Stefansson Title: Scrutineer |
Exhibit 99.3
Granting of Stock Options and Restricted Share Units
As today marks the beginning of a new board service calendar year and in accordance with the Remuneration policy of Alvotech (the “Company”), which was approved at the Company’s Annual General Meeting (“AGM”) on June 6, 2023, today four independent board directors received a stock option grant allowing the purchase of up to 16,428 Alvotech shares each at today´s opening market price.
The aim of the stock option grants is to align long-term interests of the board members and the Company. The relevant key terms and conditions of the Company´s Equity Incentive Plan approved by Alvotech’s Annual and Extraordinary General Meeting on June 13, 2022 are as follows:
| • | The stock option agreements entitle the grantees to purchase Alvotech shares at an exercise price of USD 14.00 per share*. |
| • | The options are subject to a vesting period over three years with yearly vesting, i.e. one third of the options vest each year starting on the AGM where the stock options were awarded. |
| • | The options are only exercisable if the grantee is still a member of the board of Alvotech at the time of vesting. |
This is the second time that the Company has granted stock options. Hence, the total number of outstanding unexercised stock options is equal the number of stock options granted to the board members on June 6, 2023 in addition to today´s grant.
One new board director who joined the board received an RSU grant, in accordance with the Remuneration Policy, of 17,870 restricted share units which are vesting over three years at a price of USD 13,99 per share*.
*For the stock option grants, the exercise price is determined by the opening price of the Company's ordinary shares (Nasdaq:ALVO) on the Nasdaq US stock exchange as published on nasdaq.com on the date of the grant, or in this case on June 7, 2024. For the RSU grant the price is determined by the closing price on June 6, 2024.