Bulletin from ExpreS2ion's extraordinary general meeting on 23 March 2023

Helsingborg, Sweden, 23 March 2023 – ExpreS2ion Biotech Holding AB's (“ExpreS2ion” or the “Company”) extraordinary general meeting took place today. The extraordinary general meeting resolved to approve the Board of Directors' resolution to carry out a new issue of units consisting of shares and warrants of series TO 8 ("Units") with preferential rights for the ExpreS2ion’s existing shareholders (the “Rights Issue”).

Approval of the Board of Directors' resolution on the Rights Issue

The extraordinary general meeting resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution on 3 March 2023 to carry out the Rights Issue.

The Rights Issue in brief

• The subscription price has been set to SEK 4.90 per Unit, which corresponds to SEK 4.90 per share. The warrants of series TO 8 are issued free of charge. Upon full subscription in the Rights Issue, the Company will receive initial proceeds of approximately SEK 102.4 million before deduction of issue costs. If all warrants of series TO 8 issued in the Rights Issue are exercised for the subscription of shares at an exercise price corresponding to the subscription price in the Rights Issue, the Company will receive additional proceeds of approximately SEK 102.4 million before deduction of issue costs.

• Upon full subscription in the Rights Issue, the net proceeds from the Rights Issue will be used to (i) advance the breast cancer vaccine candidate ES2B-C001, (ii) internal technology development and (iii) pipeline expansion, incl. exploration of value-added vaccine partnerships.

• Existing shareholders in ExpreS²ion as of the record date, 27 March 2023, will receive one (1) unit right for each existing share. Nine (9) unit rights entitle to subscription of five (5) Units in the Rights Issue.

• In total, a maximum of 20,892,660 Units will be issued. Each Unit consists of one (1) share and one (1) warrant of series TO 8, which means that a maximum of 20,892,660 shares and 20,892,660 warrants of series TO 8 will be issued.

• The subscription period runs from and including 29 March 2023 up until and including 12 April 2023.

• In connection with the Rights Issue, the Company has received subscription commitments amounting to approximately SEK 0.8 million, corresponding to approximately 0.8 percent of the Rights Issue, from several members of the Company's Board of Directors and management, among others the Company's CEO Bent U. Frandsen. In addition, external investors have provided guarantee commitments in accordance with customary terms for a total of approximately SEK 50.5 million, corresponding to approximately 49.3 percent of the Rights Issue. Thus, the Company has obtained subscription and guarantee commitments of up to a total of approximately SEK 51.3 million, corresponding to approximately 50 percent of the Rights Issue.

• In connection with the Rights Issue, all members of the Company's Board of Directors and management with shareholdings in ExpreS²ion have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or otherwise transfer financial instruments (does not include financial instruments subscribed within the scope of the Rights Issue or thereafter) without first, in each separate case, ascertain a written approval from Vator Securities AB. The lock-up period lasts for a period of 90 days following the announcement of the outcome of the Rights Issue.

Timetable for the Rights Issue

Advisors

Vator Securities acts as financial advisor and issuing agent to the Company in connection with the Rights Issue. Advokatfirman Schjødt is the Company's legal advisor in connection with the Rights Issue.

Certified Adviser

Svensk Kapitalmarknadsgranskning AB
 

The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.