Immunovia publishes prospectus in connection with forthcoming 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 prepared a prospectus (the "Prospectus") relating to the rights issue of units of approximately SEK 69.3 million, which was resolved by the Board of Directors on 20 May 2024, and approved by the annual general meeting held on 19 June 2024 (the "Rights Issue"). The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority. 

 

Summary 

• Anyone who is registered as a shareholder in Immunovia on the record date, 14 August 2024, will receive three (3) unit rights per one (1) existing share in Immunovia. Two (2) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of two (2) shares, two (2) warrants series TO 2 and one (1) warrant series TO 3. The warrants are intended to be admitted to trading on Nasdaq Stockholm. 

• The Rights Issue entails the issuance of a maximum of 67,931,247 units, corresponding to 135,862,494 shares, 135,862,494 warrants series TO 2 and 67,931,247 warrants series TO 3. 

• The subscription price in the Rights Issue has been set to SEK 1.02 per unit, corresponding to SEK 0.51 per share. The warrants series TO 2 and TO 3 are issued free of charge. 

• One (1) warrant series TO 2 entitles the holder to subscription of one (1) share in the Company during the period from and including 2 January 2025 up to and including 16 January 2025, and one (1) warrant series TO 3 entitles the holder to subscription of one (1) share in the Company during the period from and including 1 April 2025 up to and including 15 April 2025.  

• Upon full subscription in the Rights Issue, Immunovia will initially receive approximately SEK 69.3 million before issue costs. In the event the warrants series TO 2 and series TO 3 are fully exercised for subscription of new shares, at the same subscription price as in the Rights Issue, the Company will receive additional proceeds of approximately SEK 69.3 million in January 2025 and approximately SEK 34.6 million in April 2025, before issue costs. 

• The subscription period in the Rights Issue will run from and including 16 August 2024 up to and including 30 August 2024.  

• The Company intends to use the net proceeds from the Rights Issue, after repayment of the bridge loan, for research and development including product development and clinical studies to demonstrate analytical and clinical validity of the Company's next generation test. Furthermore, the net proceeds are intended to be used for ongoing business operations, including general operating expenses in line with the Company's strategy.  

• The Rights Issue is covered by subscription undertakings up to approximately 1.9 per cent and by guarantee commitments up to approximately 48.6 per cent, corresponding to a total of approximately 50.5 per cent of the Rights Issue.  

 

For complete information on the Rights Issue, please see the published Prospectus. 

 

The Prospectus 

The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 12 August 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company's website (www.immunovia.com) and Vator Securities' website (www.vatorsecurities.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se). Subscription forms will be available on the Company's and Vator Securities' respective websites. 

 

Time plan for the Rights Issue 

14 August 2024	Record date for participation in the Rights Issue
16 August – 27 August 2024	Trading in unit rights on Nasdaq Stockholm
16 August – 30 August 2024	Subscription period
16 August – 23 September 2024	Trading in paid subscribed units (Sw. BTU)
3 September 2024	Publication of outcome in the Rights Issue

 

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 

[email protected] 

 

Karin Almqvist Liwendahl, CFO  

[email protected]    

+46 70 911 56 08 

 

This information was submitted for publication, through the agency of the contact persons set out above, at 11:50 CEST on 12 August 2024. 

 

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 will only be 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. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement. 

 

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.