Immunovia carries out a directed issue of units to guarantors in connection with the completed rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
LUND (SWEDEN) – The board of directors of Immunovia AB (publ) (”Immunovia” or ”the Company”), has today, based on the authorization granted by the annual general meeting on 19 June 2024, resolved on a directed issue of 211,640 units to guarantors who have entered into guarantee commitments in the rights issue of units announced on 20 May 2024 (the "Rights Issue") and who have chosen to receive guarantee compensation in the form of newly issued units in Immunovia (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 1.89 per unit, corresponding to SEK 0.945 per share. The subscription price per unit corresponds to the volume-weighted average price of the Company's share on Nasdaq Stockholm during the subscription period in the Rights Issue, multiplied by two (2). The warrants are issued free of charge. One (1) unit consists of two (2) shares, two (2) warrants series TO 2 and one (1) warrant series TO 3. Payment is made by set-off of the guarantor's claim for guarantee compensation.
In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments amounting to a total of approximately SEK 33.7 million. In accordance with the guarantee agreements, guarantee commitments entitled to guarantee compensation corresponding to 14 per cent of the guaranteed amount in cash or 16 per cent of the guaranteed amount in newly issued units in the Company. In total, two guarantors have chosen to receive guarantee compensation in the form of newly issued units in accordance with the below.
|
Guarantor/subscriber |
Number of subscribed units |
Total subscription amount (SEK) |
|
Ghanem Chouha |
126,984 |
239,999.76 |
|
Selandia Alpha Invest A/S |
84,656 |
159,999.84 |
|
Total |
211,640 |
399,999.60 |
Due to this, the board of directors of Immunovia has today, based on the authorization granted by the annual general meeting on 19 June 2024, resolved on the Compensation Issue, which comprises a total of 211,640 units, corresponding to approximately SEK 0.4 million. The guarantors who have not chosen to receive guarantee compensation in the form of units will instead receive a cash amount for each guarantee commitment. The cash
component of the guarantee compensation amounts to approximately SEK 4.36 million.
Each unit consists of two (2) shares, two (2) warrant series TO 2, and one (1) warrant series TO 3. A total of 211,640 units are subscribed for, corresponding to 423,280 shares, 423,280 warrants series TO 2 and 211,640 warrants series TO 3 in the Compensation Issue. The subscription price in the Compensation Issue amounts to SEK 1.89, which corresponds to a subscription price per share of SEK 0.945. The subscription price per unit corresponds to the volume-weighted average price of the Company's share on Nasdaq Stockholm during the subscription period in the Rights Issue, multiplied by two (2). The basis for calculating the subscription price was determined through negotiations between the guarantors and the Company, in consultation with financial advisors and through analysis of a number of market factors. In light of this, it is the board of directors’ assessment that the subscription price is at market. The warrants are issued free of charge.
The reasons for the deviation from the shareholders' preferential right are as follows. In accordance with the executed guarantee agreements, guarantee compensation shall be paid either in cash at an amount corresponding to 14 per cent of the guaranteed amount or 16 per cent of the guaranteed amount in the form of newly issued units in the Company, in accordance with the terms and conditions stated above. As a result of the guarantee commitments, each subscriber thus has a claim on the Company regarding guarantee compensation. Each subscriber in the table above has declared its willingness to allow the Company to offset the debt regarding guarantee compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company's obligations to the guarantors as a result of the guarantee agreements entered into. The Company's alternative to carrying out the Compensation Issue is to instead settle the guarantee compensation through cash payment. The board of directors is of the opinion that – taking into account current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company's working capital.
Through the Compensation Issue, the number of shares in Immunovia will increase by 423,280 shares, from 169,288,196 shares to 169,711,476 shares, and the share capital will increase by SEK 12,698.40, from SEK 5,078,645.88 to SEK 5,091,344.28 (calculated on the number of outstanding shares and the share capital in the Company after the Rights Issue). The Compensation Issue thus entails a dilution effect of approximately 0.25 percent.
In the event that all attached warrants series TO 2 and TO 3 issued in the Compensation Issue are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase by an additional 634,920 shares to 170,346,396 shares, and the share capital will increase by an additional SEK 19,047.60 to SEK 5,110,391.88 (calculated on the number of outstanding shares and the share capital in the Company after the Rights Issue and the Compensation Issue). This means an additional dilution effect of approximately 0.37 percent. The total dilution effect from both the Compensation Issue and the attached warrants series TO 2 and TO 3 thus amounts to approximately 0.62 percent.
One (1) warrant series TO 2 entitles the holder the right to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) per cent of the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the period from and including 12 December 2024 up to and including 27 December 2024, however not less than the share’s quota value and not higher than 125 per cent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 2 shall be made during the period from and including 2 January 2025 up to and including 16 January 2025.
One (1) warrant series TO 3 entitles the holder the right to subscribe for one (1) new share in the Company to a subscription price corresponding to seventy (70) per cent of the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the period from and including 14 March 2025 up to and including 27 March 2025, however not less than the share’s quota value and not higher than 150 per cent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 3 shall be made during the period from and including 1 April 2025 up to and including 15 April 2025.
Complete terms and conditions for warrants series TO 2 and warrants series TO 3 are available on Immunovia's website, www.immunovia.com.
Advisers
Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue. Vator Securities AB is also issuing agent in connection with the Rights Issue.
For further information, please contact
Jeff Borcherding, CEO
Karin Almqvist Liwendahl, CFO
+46 70 911 56 08
The information was submitted for publication, through the agency of the contact persons set out above, on 12 September 2024 at 13.30 CET.
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer. Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world's largest market for detection of pancreatic cancer. The Company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing. Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm.
For more information, please visit www.immunovia.com.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Immunovia. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Immunovia has only been made through the prospectus that the Company has published on 12 August 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company's website, www.immunovia.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Immunovia. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Immunovia have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
Vator Securities AB is acting for Immunovia in connection with the transaction and no one else, and will not be responsible to anyone other than Immunovia for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
Since Immunovia conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). More information about this can be found on the Company's website, www.Immunovia.com.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.