ExpreS2ion announces final outcome of its rights issue
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Hørsholm, Denmark, 1 July 2024 – ExpreS2ion Biotech Holding AB (publ) ("ExpreS2ion" or the "Company") has completed the issue of a maximum of 59,972,451 units, consisting of shares and warrants of series TO 10 and warrants of series TO 11 ("Units"), with preferential rights for the Company's existing shareholders (the "Rights Issue"). The subscription price in the Rights Issue was SEK 1.00, corresponding to a subscription price of SEK 1.00 per share. ExpreS2ion today announces the final outcome of the Rights Issue. In total, 20,801,371 Units were subscribed for with the support of unit rights, representing approximately 34.7 percent of the Rights Issue, and 1,007,356 Units were subscribed for without the support of unit rights, representing approximately 1.7 percent of the Rights Issue. Thus, the Rights Issue has been subscribed to a total of approximately 36.4 percent with and without unit rights. In addition, 8,237,945 units, corresponding to approximately 13.7 percent of the Rights Issue, were subscribed for by underwriters. The Rights Issue is thus subscribed to a total of approximately 50.1 percent. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 30.0 million before deduction of costs. If all warrants of series TO 10 and warrants of series TO 11 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 60.1 million before deduction of issue costs.
Bent U. Frandsen, CEO of ExpreS2ion says:
“Thanks to this rights issue, ExpreS2ion now has the means to advance our crucial clinical development plans for ES2B-C001, our groundbreaking therapeutic breast cancer vaccine candidate. Our near-term milestones include filing the CTA application and obtaining regulatory approval to commence the first-in-human Phase I clinical trial. I deeply appreciate our investors, who not only support the vital development of ES2B-C001 — which we hope will provide a clinically beneficial solution for metastatic breast cancer patients — but also provide the financial backing to further leverage our unique ExpreS2™ vaccine technology platform.”
The subscription period in the Rights Issue ran from 12 June 2024 until and including 27 June 2024. The final outcome of the Rights Issue shows that 20,801,371 Units were subscribed for with the support of unit rights, representing approximately 34.7 percent of the Rights Issue, and 1,007,356 Units were subscribed for without the support of unit rights, representing approximately 1.7 percent of the Rights Issue. Thus, the Rights Issue has been subscribed to a total of approximately 36.4 percent with and without unit rights. In addition, 8,237,945 units, corresponding to approximately 13.7 percent of the Rights Issue, was subscribed for by underwriters. The Rights Issue is thus subscribed to a total of approximately 50.1 percent. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 30 million before deduction of costs. If all warrants of series TO 10 and warrants of series TO 11 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 60.1 million before deduction of issue costs.
Notice of allotment
Those who have subscribed for Units without exercise of unit rights will be allotted Units in accordance with the principles for allotment set out in the prospectus which has been prepared for purposes of the Rights Issue. Notice of potential allotment of Units subscribed for without exercise of unit rights will be provided through the distribution of a settlement note. Payment shall be made no later than three (3) banking days following issuance of the settlement note. Those who have not been allotted Units will not receive any notification. If payment is not made at the right time, the Units may be transferred to another party. Those who subscribe for Units without preferential rights through its nominee will receive notice of allotment in accordance with the nominee's procedures.
Change of share capital and number of shares as well as dilution
Through the Rights Issue, the number of shares in ExpreS2ion will increase by a maximum of 30,046,672 shares, from 51,404,958 shares to 81,451,630 shares and the share capital will increase by a maximum of SEK 3,338,519.117168, from SEK 5,711,662.010363 to SEK 9,050,181.127531. This means that existing shareholders who have chosen not to participate in the Rights Issue will experience a dilution corresponding to approximately 36.9 percent of the total number of shares and votes in the Company following the Rights Issue.
If all warrants of series TO 10 are fully exercised, the Company's share capital will increase by an additional SEK 3,338,519.117168 to a total of SEK 12,388,700.244700. The number of shares in the Company will increase by an additional 30,046,672 shares to a total of 111,498,302. This entails an additional dilution effect of approximately 26.9 percent and a total dilution effect of approximately 53.9 percent. If all warrants of series TO 11 are fully exercised, the Company's share capital will increase by an additional SEK 3,338,519.117168 to a total of SEK 15,727,219.361868. The number of shares in the Company will increase by an additional 30,046,672 shares to a total of 141,544,974. This entails an additional dilution effect of approximately 21.2 percent and a total dilution effect of approximately 63.7 percent.
Trading in BTU
Trading in paid subscribed Units ("BTU") on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the Rights Issue and BTU is converted to shares and warrants of series TO 10 and warrants of series TO 11, which is expected to occur around week 30 2024.
Trading in new shares and warrants
The new shares will be admitted for trading in connection with the conversion of BTU to shares and warrants of series TO 10 and warrants of series TO 11 taking place, which is expected to occur around week 30 2024.
The warrants of series TO 10, with short name EXPRS2 TO10 and ISIN code SE0022088100, and warrants of series TO 11, with short name EXPRS2 TO11 and ISIN code SE0022088118, are intended to be admitted to trading on Nasdaq First North Growth Market in connection with the conversion of BTU to shares and warrants of series TO 10 and warrants of series TO 11 taking place, given that the conditions for admission to trading are fulfilled.
Lock-up undertakings
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.
Advisors
Vator Securities acts as financial advisor and issuing agent to the Company in connection with the Rights Issue. 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.