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) ☐
On May 30, 2024, RELIEF
THERAPEUTICS Holding SA (the “Company”) published an invitation to the Annual General Meeting of its Shareholders to be
held on June 27, 2024. A copy of the invitation is furnished as Exhibit 99.1 hereto, and a copy of the press release announcing the
publication of such invitation is furnished as Exhibit 99.2 hereto.
On June 3, 2024, the Company
announced that interim Chief Executive Officer Michelle Lock has completed her transitional mandate with the Company. Her contract
was not renewed upon its expiration on May 31, 2024. Ms. Lock will also not stand for re-election as a member of the Company's Board
of Directors at the upcoming Annual General Meeting. Additionally, Andrew Einhorn and Melinda Keegan have transitioned out as chief
financial officer and chief human resources officer, respectively. Jeremy Meinen will continue with the Company in a senior
role. A copy of the press release announcing the leadership transition is furnished as Exhibit 99.3 hereto.
INDEX TO EXHIBITS
- 2 -
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 3, 2024
- 3 -
Exhibit 99.1
To the Shareholders of RELIEF THERAPEUTICS Holding SA:
Invitation to the Annual Shareholders' Meeting
of RELIEF THERAPEUTICS Holding SA
Thursday, 27 June 2024, 11:00 a.m. CEST (door opening:
10:30 a.m. CEST)
at Campus Biotech, chemin des Mines 9, 1202 Geneva, Switzerland
The Annual General Meeting of Shareholders of RELIEF
THERAPEUTICS Holding SA (the "Company") will be held in accordance with article 9 and subsequent articles of the Articles of
Association on Thursday, 27 June 2024, at 11:00 a.m. CEST at Campus Biotech, chemin des Mines 9, 1202 Geneva, Switzerland.
Agenda Items and Proposals of the Board of Directors
| 1. |
Approval of the Annual Report 2023, Statutory Financial Statements and Consolidated Financial Statements for the Financial Year 2023 |
The Board of Directors proposes the approval of the
annual report 2023, the statutory financial statements and the consolidated financial statements for the financial year 2023.
Explanation: Pursuant to article 698 para.
2 al. 3 and 4 of the Swiss Code of Obligations ("CO"), the General Meeting is responsible for approving the annual report, the
statutory financial statements and the consolidated financial statements.
| 2. |
Appropriation of Results |
The Board of Directors proposes to carry forward the loss for the financial
year 2023 of CHF 39'943'547.
Explanation: Pursuant to article 698 para.
2 al. 4 CO, the General Meeting is responsible for the appropriation of results.
| 3. |
Discharge of the Board of Directors and the Executive Committee |
The Board of Directors proposes that the General Meeting
grants discharge to all current and former members of the Board of Directors and of the Executive Committee for the financial year 2023.
Explanation: Pursuant to article 698 para.
2 al. 7 CO, the General Meeting is responsible for the discharge resolution. The resolution for discharge presented to this General Meeting
for the financial year 2023 serves as a supplementary action. It follows the initial discharge granted by the Extraordinary General Meeting
held on 26 April 2024, which occurred prior to the publication of the Company’s 2023 annual report.
- 1 -
| 4. |
Votes on the compensation of the members of the Board of Directors and of the Executive Committee |
The Board of Directors proposes a separate vote on
the compensation of the Board of Directors and of the Executive Committee. The 2023 compensation report is included in the 2023 annual
report, which can be accessed on the Company's website at www.relieftherapeutics.com.
| 4.1. |
Binding vote on the total compensation of the members of the Board of Directors for the period from the Annual General Meeting 2024 until the Annual General Meeting 2025 |
The Board of Directors proposes the approval of a
maximum amount of CHF 1'000'000 (both fixed and variable compensation, including stock options and other benefits, but excluding employer
social security contributions) for the members of the Board of Directors for the period from the Annual General Meeting 2024 until the
Annual General Meeting 2025.
Explanation: Pursuant to article 698 para.
3 al. 4 CO, the General Meeting is responsible for approving the maximum compensation of the Board of Directors. The compensation of the
Board of Directors is determined based on discretionary economic considerations and may be delivered in cash and in the form of options.
A description of the Company's compensation principles and amounts for the members of the Board of Directors can be found in the 2023
compensation report.
| 4.2. |
Binding vote on the total remuneration of the members of the Executive Committee for the financial year 2025 |
The Board of Directors proposes the approval of a
maximum total compensation of CHF 4'000'000 (both fixed and variable compensation, including stock options and other benefits, but excluding
employer social security contributions) for the members of the Executive Committee for the financial year 2025.
Explanation: Pursuant to article 698 para.
3 al. 4 CO, the General Meeting is responsible for approving the maximum remuneration of the Executive Committee. The compensation of
the members of the Executive Committee consists of a fixed remuneration, a potential variable remuneration, and other benefits. A description
of the Company's compensation principles and amounts for the members of the Executive Committee can be found in the 2023 compensation
report.
| 4.3. |
Consultative vote on the 2023 Compensation Report |
The Board of Directors proposes that the General Meeting
approves, on a consultative basis, the compensation report for the financial year 2023.
Explanation: Pursuant to article 735 para.
3 al. 4 CO, the Board of Directors submits the compensation report to the General Meeting for a consultative vote.
| 5.1. |
Re-election of the current members of the Board of Directors |
The Board of Directors proposes the re-election of
the following members of the Board of Directors for another term of office that will end for all members with the closure of the next
Annual General Meeting. The re-elections will be held individually.
- 2 -
| a) |
Re-election of Dr. Raghuram Selvaraju |
| b) |
Re-election of Ms. Michelle Lock |
| c) |
Re-election of Mr. Peter de Svastich |
| d) |
Re-election of Mr. Gregory Van Beek |
| e) |
Re-election of Mr. Thomas Elzinga |
Explanation: Pursuant to article 698 para.
2 al. 2 CO, the General Meeting is responsible for the elections of the members of the Board of Directors. Biographical details on the
candidates are provided in the 2023 annual report and on the Company's website at www.relieftherapeutics.com.
| 5.2. |
Re-election of the Chairman of the Board of Directors |
The Board of Directors proposes the re-election of
Dr. Raghuram Selvaraju as Chairman of the Board of Directors for a term of office that will end with the closure of the next Annual General
Meeting.
Explanation: Pursuant to article 698 para.
3 al. 1 CO, the General Meeting is responsible for the above election.
| 5.3. |
Re-election and election of new members of the Nomination and Compensation Committee |
The Board of Directors proposes the election of Mr.
Peter de Svastich and the re-election of Dr. Raghuram Selvaraju as members of the Nomination and Compensation Committee for a term of
office which will end with the closure of the next Annual General Meeting. The elections will be held individually.
Explanation: Pursuant to article 698 para.
3 al. 2 CO, the General Meeting is responsible for the above election. The elections of the members of the Nomination and Compensation
Committee are held individually.
| 5.4. |
Re-election of the Independent Voting Rights Representative |
The Board of Directors proposes the re-election of
Mr. Thomas Hua, esq., partner at gbf Avocats SA, Route de Pré-Bois 20, 1215 Genève Aéroport, Switzerland, as independent
proxy holder of the Company for the next term of office, which will end with the closure of the next Annual General Meeting.
Explanation: Pursuant to article 698 para.
3 al. 3 CO, the General Meeting is responsible for the above election. Mr. Thomas Hua fulfills the legal requirements and is available
for election.
| 5.5. |
Re-election of the Auditors |
The Board of Directors proposes the re-election of
the audit company MAZARS SA, Geneva, as statutory auditors of the Company for another term of office, which will end with the closure
of the next Annual General Meeting.
Explanation: Pursuant to article 698 para.
2 al. 2 CO, the General Meeting is responsible for the above election. MAZARS SA fulfills the legal requirements and is available for
election.
- 3 -
Organizational Notes
This General Meeting will be held by way of a physical
meeting of the shareholders at Campus Biotech, chemin des Mines 9, 1202 Geneva, Switzerland.
Entitlement to vote. Those shareholders who
are registered in the share register on 13 June 2024, 05:00 p.m. CEST, are entitled to vote. No registration in the share register will
be made from that date through the General Meeting date. Shareholders who sell all or part of their shares prior to the General Meeting
will no longer be entitled to vote to that extent.
Admission Tickets. Shareholders shall confirm
their attendance by returning the enclosed registration form by mail, or by ordering their admission ticket through Investor Portal, no
later than 21 June 2024. Admission tickets will be sent by 24 June 2024 to shareholders who registered for the General Meeting.
Proxy Appointment. A shareholder may only be
represented at the General Meeting of shareholders by his legal representative, who does not have to be a shareholder, or by means of
a written or electronic proxy, or another shareholder with voting rights, or the independent proxy (by way of a written or electronic
proxy). All shares held by one shareholder must be represented by only one representative. The Company shall only accept one representative
per share.
Independent Proxy. The shareholders may give
voting instructions to the independent proxy, Mr. Thomas Hua, esq., partner at gbf Avocats SA, route de Pré-Bois 20, 1215 Genève
Aéroport, Switzerland, and exercise certain other shareholder rights through him. This may be done in writing, by mail or electronically.
For the electronic instructions to the independent representative, the necessary information and login details can be found in the enclosure.
Instructions transmitted electronically should be executed no later than 25 June 2024, 11.59 p.m. CEST.
Web portal "Investor Portal". The
Company offers its shareholders the use of the "Investor Portal" shareholder platform to order their admission ticket, appoint
a proxy and give voting instructions. Shareholders registered in the Company's share register receive the login codes with the invitation
to the General Meeting. If you have questions, please contact Computershare Switzerland Ltd, operator of the online portal, by email at
business.support@computershare.ch or by phone at +41 62 205 77 50 (08:00 a.m. to 05:00 p.m. CEST).
Proposals from Shareholders on Agenda Items. Proposals
from shareholders on agenda items are only permissible if they are put to the General Meeting by the shareholders themselves or by an
individual proxy acting on their behalf. The independent proxy cannot act as an individual proxy in this sense.
Annexes:
Registration form / Proxy with return envelope
Instruction form
- 4 -
Exhibit 99.2
Ad hoc announcement pursuant to Art. 53 LR
Relief Therapeutics Announces
Notice of Annual General Meeting of Shareholders
GENEVA (MAY 30,
2024) – RELIEF THERAPEUTICS Holding SA (SIX: RLF, OTCQB: RLFTF, RLFTY) (Relief, or the Company), a
biopharmaceutical company committed to delivering innovative treatment options for select rare diseases, today announced the Annual
General Meeting (AGM) of shareholders will take place on Thursday, June 27, 2024, at 11:00 a.m. CEST at Campus Biotech, chemin des
Mines 9, 1202 Geneva, Switzerland.
Agenda
The agenda includes the adoption of the
annual report and financial accounts for the year 2023, appropriation of the annual result, discharge of the board of directors and
executive committee, approval of the compensation for the members of the board of directors and the executive committee, the
reelection of existing members of the board of directors and its chairman, and the election of the nomination and compensation
committee. Also on the agenda are a consultative vote on the 2023 compensation report and the re-election of the independent voting
rights representative and auditors.
The formal notice of convocation of the
AGM, including information on attending the meeting in person or by proxy, requirements for notification and registration, and
ancillary documents relevant for the meeting, will be mailed on Wednesday, June 5, 2024, to registered shareholders. The full agenda
is available on the Relief website.
ABOUT RELIEF
Relief 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’s portfolio offers a balanced
mix of marketed, revenue-generating products, our proprietary, globally patented TEHCLOTM and PhysiomimicTM 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 is commercializing several legacy products
via licensing and distribution partners. Relief’s mission is to provide therapeutic relief to those suffering from rare diseases and
is being advanced by an international team of well-established, experienced biopharma industry leaders with extensive research,
development and rare disease expertise. Headquartered in Geneva, Relief 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 or follow Relief on LinkedIn.
1 / 2
CONTACT:
RELIEF THERAPEUTICS Holding SA
Melinda Keegan
Melinda.keegan@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 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’s filings with the SIX
Swiss Exchange and the U.S. Securities and Exchange Commission (SEC), could adversely affect Relief. Copies of Relief’s
filings with the SEC are available on the SEC EDGAR database at www.sec.gov. Relief does not undertake any obligation to update the
information contained herein, which speaks only as of this date.
2 / 2
Exhibit 99.3
Ad hoc announcement pursuant to Art. 53 LR
Relief Therapeutics Announces Executive Changes
GENEVA (June 3,
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, today
announced that interim Chief Executive Officer Michelle Lock has completed her transitional mandate with the Company. Her contract
was not renewed upon its expiration on May 31, 2024.
Ms. Lock will also not stand for
re-election as a member of the Company's Board of Directors at the upcoming annual general meeting. Additionally, Andrew Einhorn and
Melinda Keegan have transitioned out as chief financial officer and chief human resources officer, respectively. Jeremy Meinen will
continue with the Company in a senior role.
Moving forward, the Company's Board of
Directors is fully committed to maximizing the value of Relief Therapeutics' portfolio of therapeutic products. It will undertake a
comprehensive review of all options to ensure the Company's senior management team is appropriately sized with the necessary
capabilities to deliver meaningful positive results. For the time being, the Board of Directors will be responsible for overseeing
the functioning of the Company and day-to-day activities will continue uninterrupted.
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
1 / 2
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.
2 / 2