ANNUAL REPORT 2012 - TiGenix

- Partnering of Cx601 (i.e. finding a
partner for the co-development and/or
commercialization of Cx601 in different
regions); and
- Monetizing of some assets, such as the
Dutch manufacturing facility (which was
constructed by the Company in a building
leased under a long-term lease contract
running until July 2029).
continue the Company’s operations for the
next twelve months.
In accordance with Article 96, 6° of the
Belgian Companies Code, taking into
account two consecutive financial years of
losses, the Board of Directors has decided,
after consideration, to apply the valuation
rules assuming “going concern”, for the
reasons set out above.
According to the budget, the effective and
timely realization of the above assumptions
of the action plan will generate sufficient
additional cash to continue the Company’s
operations during the next twelve months.
However, at this moment it is uncertain
whether the above assumptions will be
realized timely. There is a risk that the action
plan will not generate sufficient additional
cash, as a result of the non-realization or only
partly realization of one or more assumptions.
There is also a risk that, even if most of
the assumptions would be realized, this
realization will happen too late, so that the
necessary additional cash is not generated
timely to continue the Company’s operations
for the next twelve months.
However, if the execution of the above action
plan would not or not timely generate sufficient
additional cash, the Board of Directors intends
to explore the option of obtaining additional
dilutive funding (i.e. a capital increase) or nondilutive
funding.
Notwithstanding the described uncertainties,
the Board of Directors is confident that
the action plan described above, in
combination with, if needed, additional
dilutive funding (i.e. a capital increase), will
timely generate sufficient additional cash to
Since the Company is currently able to satisfy
all financial liabilities and is able to fulfil all
payments, the Board of Directors is of the
opinion that the continuity of the Company is
not threatened.
9. Conflicts of interest
In 2012, during 3 Board meetings, decisions
were taken that required the application of
the conflict of interests procedure pursuant
to Article 523 of the Belgian Companies
Code. The relevant parts of the minutes are
copied below.
Meeting of the Board of Directors
of January 23, 2012
“Introduction
The chairman opened the meeting and
explained that the board meeting was held
at the request of Gil Beyen BVBA, represented
by Gil Beyen.
The latter has proposed to scale down its role
in the Company to a half-time role, thereby
permitting it to take up other commitments
vis-à-vis other companies as well.
Going forward, the main focus of Gil Beyen
BVBA, represented by Gil Beyen, would be on :
192 TiGenix I annual report 2012