Dicot Pharma carries out a directed issue of units to guarantors, where 99.2 percent chose remuneration in units
Uppsala, Sweden, September 9, 2024. Dicot Pharma AB ("Dicot Pharma") has completed the rights issue of units, consisting of shares and warrants of series 6, which was resolved by the Board of Directors on August 7, 2024 (the "Rights Issue"). In accordance with the guarantee agreements entered into and previously communicated, a directed issue of units is now being carried out to the guarantors in the Rights Issue who have chosen to receive guarantee compensation in the form of units in Dicot Pharma (the " Remuneration Issue"). Of the guarantors, 99.2 percent chose compensation in units. The subscription price in the Compensation Issue corresponds to the subscription price in the Rights Issue, i.e., SEK 1.20 per unit, corresponding to SEK 0.15 per share. Payment for the new shares will be made by set-off of the guarantors' receivables.
As communicated in connection with the Rights Issue, the guarantors had the opportunity to choose to receive guarantee compensation in the form of either cash compensation or in units in Dicot Pharma, in accordance with the guarantee agreement. The majority of the guarantors have chosen to receive the guarantee compensation in the form of units. Therefore, the Board of Directors has, based on the authorization granted by the Extraordinary General Meeting on August 1, 2024, today resolved on the Remuneration Issue, which comprises a total of 7,737,500 units. One guarantor has chosen to receive the guarantee compensation in cash, which amounts to SEK 60,000.
The Compensation is made with deviation from the shareholders' preferential rights to fulfill Dicot Pharma's obligations to the guarantors under the guarantee agreements entered into. The Board of Directors also believes that it is beneficial for Dicot Pharma's financial position and in the interest of the shareholders to take advantage of the possibility to pay the guarantee compensation in the form of units instead of cash payment as it releases funds that strengthen the working capital and allows a larger part of the proceeds from the Rights Issue to be used in the manner described in the prospectus.
Each unit in the Remuneration Issue consists of eight new shares and one warrant of series 6. A total of 7,737,500 units will be subscribed, corresponding to 61,900,000 shares and 7,737,500 warrants series 6. Payment in the Compensation Issue shall be made in connection with subscription by set-off of each guarantor's claim on Dicot Pharma regarding guarantee compensation. In total, seven guarantors will offset their receivables, which amount to a total of SEK 9,285,000. The subscription price in the Remuneration Issue was negotiated in connection with the procurement of the guarantee commitments, which was done in consultation with the financial advisors and after an analysis of the market situation. The Board of Directors' assessment is that the subscription price and other terms of the Remuneration Issue may be considered in line with market conditions.
Changes in share capital and number of shares
Through the Remuneration Issue, the number of shares in Dicot Pharma increases by 61,900,000 to a total of 1,778,779,842 shares and the share capital by SEK 433,300.000 to a total of SEK 12,451,458.894, calculated on the number of outstanding shares and the share capital in Dicot Pharma after the Rights Issue and the over-allotment option. The dilution effect because of the Remuneration Issue amounts to approximately 3.5 percent. In the event that all attached warrants issued in the Compensation Issue are fully exercised for subscription of new shares, the number of shares will increase by an additional 15,475,000 to a total of 1,794,254,842 shares and the share capital by an additional SEK 108,325.000 to a total of SEK 12,559,783.894, calculated on the number of outstanding shares and the share capital in Dicot Pharma after the Rights Issue and the over-allotment option. This implies an additional dilution effect of approximately 0.9 percent.
Warrants of series 6
Each warrant of series 6 entitles the holder to subscribe for two new shares during the period March 17 - 31, 2025 at an exercise price of 100 - 150 percent of the subscription price in the Rights Issue, i.e., a minimum of SEK 0.15 and a maximum of SEK 0.225 per share. The exercise price will be set at 70 percent of the volume-weighted average price of Dicot Pharma's share during a measurement period that falls February 24 - March 10, 2025. The same terms and dates apply to the warrants series 6 that were issued in the Rights Issue.
Complete terms and conditions for warrants series 6 are available on Dicot Pharma's website, www.dicotpharma.com
Advisors
Corpura Fondkommission AB acts as Sole Coordinator and Joint Bookrunner together with Penser by Carnegie, Carnegie Investment Bank AB (publ) in connection to the Rights Issue, and Advokatfirman Lindahl KB is legal adviser.
For further information, please contact:
Elin Trampe, CEO
Phone: +46 72 502 10 10
E-mail: [email protected]
About Dicot Pharma AB
Dicot Pharma is developing the drug candidate LIB-01, which will be a potency agent to better treat erectile dysfunction and premature ejaculation. The ambition is to create a drug with significantly longer effect and far fewer side effects, compared to current available drugs. Today, over 500 million men suffer from these sexual dysfunctions and the market is valued at USD 8 billion. Dicot Pharma's strategy is to develop LIB-01 under own auspices until phase 2a study and thereafter in partnership with larger, established pharmaceutical companies, finance and develop LIB-01 further to a registered pharmaceutical on the world market.
Dicot Pharma is listed on Spotlight Stock Market and has approximately 6,500 shareholders. For more information, please visit www.dicotpharma.com.