Lytix Biopharma AS: Private placement and retail offer via PrimaryBid successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 17 December 2024. Reference is made to the stock exchange announcement published by Lytix Biopharma AS ("Lytix Biopharma" or the "Company") yesterday, on 16 December 2024 regarding a contemplated private placement raising NOK 90-100 million in gross proceeds (the "Private Placement") and retail offering of new shares up to the NOK equivalent of EUR 1 million via the PrimaryBid platform (the "PrimaryBid Offering") (together with the new shares in the contemplated private placement, the “Offer Shares”).
The Company is pleased to announce that the Private Placement has been successfully completed, and that it has allocated 16,666,667 Offer Shares at a subscription price of NOK 6.00 per share in the Private Placement, raising gross proceeds of NOK 100 million. Allocations to pre-committed investors:
- Saturn Invest AS: NOK 19 million,
- Jakob Hatteland Holding AS: NOK 10 million,
- TAJ Holding AS: NOK 10 million, and
- The Paul B. Manning Revocable Trust dated May 10, 2000: NOK equivalent of USD 0.1 million.
The NOK 25 million shareholder guarantee provided by Jakob Hatteland Holding AS and TAJ Holding AS was not drawn upon.
Additionally, the Company has allocated 1,882,464 Offer Shares at a subscription price of NOK 6.00 per Offer Share in the PrimaryBid Offering, raising gross proceeds of approximately NOK 11.3 million.
The PrimaryBid Offering attracted strong interest from both new and existing investors, with participation from over 200 retail investors across Norway, Denmark and Finland.
“Lytix is now a mature biotech company with a robust and promising portfolio of clinical studies in large cancer indications globally. This capital raise allows us to fast-track our lead drug candidate LTX-315 towards commercialisation through a potential phase III study with our licensing partner Verrica, whilst at the same time bring our next generation molecule LTX-401 into clinical stage”, says Dr. Øystein Rekdal, CEO of Lytix Biopharma.
Lytix is a Norwegian biotechnology company with three phase II studies in skin cancer diseases. The company has a licensing agreement with US listed Verrica Pharmaceuticals for treatment of basal cell carcinoma, the most common skin cancer disease globally with more than 3 million cases in the US alone each year.
“We are very happy having concluded a successful capital raise, with both strong support from existing shareholders, as well as bringing onboard new and solid investors. In addition, I am very happy to see the significant and increased interest from retail investors that participated in the offering through PrimaryBid and Nordnet. We end 2024 on a high note and look forward to progress our development into 2025, with several exciting milestones ahead”, adds Rekdal.
Notifications of allocations and payment instructions in the Private Placement are expected to be distributed to applicants on 17 December 2024.
Settlement of the Offer Shares in the Private Placement will be split between Tranche 1 and Tranche 2. Settlement of Tranche 1 is expected to take place on or about 19 December 2024. The Offer Shares in Tranche 1 will be settled on a delivery-versus-payment ("DvP") basis with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, to be borrowed from certain existing shareholders (in their capacity as such, the "Share Lenders") by the Managers pursuant to a share lending agreement to be entered into between the Managers, the Company and the Share Lenders (the "Share Lending Agreement"). The share loan will be settled with new shares in the Company resolved issued by the Board pursuant to an authorization to increase the Company’s share capital granted by the Company’s general meeting held on 14 May 2024 (the “Board Authorization”). The Tranche 1 Offer Shares are tradeable upon allocation.
Larger existing shareholders in the Company will receive settlement in Tranche 2. These applicants will not receive DVP settlement, but will receive Offer Shares once the relevant capital increase resolved pursuant to the Board Authorization has been registered with the Norwegian Register of Business Enterprises. As such, these persons cannot trade any Offer Shares before actually having received the Offer Shares in their respective VPS accounts.
Payment date for Offer Shares in Tranche 2 is on 19 December 2024, with delivery of Offer Shares in Tranche 2 expected to take place on or about 20 December 2024.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take place on or about 19 December 2024. The Offer Shares will be settled on a DvP basis with existing and unencumbered shares in the Company borrowed under the Share Lending Agreement. The Offer Shares allocated in the PrimaryBid Offering are tradeable on 17 December 2024.
The Board has resolved to increase the Company's share capital with NOK 1,865,169.9 by the issuance of 18,651,699 new shares. The share capital increase relates to the Offer Shares to be issued in the Private Placement and the PrimaryBid Offering and 102,568 shares to be issued to settle part of the fee to underwriters in the Private Placement. Following registration of the share capital increases, the Company will have a share capital of NOK 6,826,200.2 divided into 68,262,002 shares, each with a par value of NOK 0.10.
Equal treatment considerations and subsequent offering
The Private Placement and the PrimaryBid Offering represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the structure of the Private Placement and PrimaryBid Offering in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Growth Rule Book II and the Oslo Stock Exchange's guidelines on the rule of equal treatment, and is of the opinion that the Private Placement and PrimaryBid Offering are in compliance with these requirements. By structuring the transaction as a private placement, the Company is in a position to raise capital in an efficient manner with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. Furthermore, by including the PrimaryBid Offering, the Company made the offering more accessible to all of its existing shareholders.
On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement and PrimaryBid Offering to be in the common interest of the Company and its shareholders.
To mitigate the dilutive effects for the existing shareholders not participating in the Private Placement, the Company will, subject to completion of the Private Placement and the PrimaryBid Offering and certain other conditions including preparation of national prospectus and approval by the Company's general meeting, carry out a subsequent repair offering of up to NOK 10 million, which is equivalent to 1,666,666 new shares, at NOK 6.00 per share (the "Subsequent Offering").The Subsequent Offering will be directed towards existing shareholders in the Company as of 16 December 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
Advisors
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as joint bookrunners (the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Salto Advisers is acting as the company’s Investor Relations advisor.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Gjest Breistein on 17 December 2024 at the time set out in this notice on behalf of the Company.
For further information, please contact:
Gjest Breistein, CFO
+47 952 60 512
About Lytix Biopharma
Based in Oslo, Norway, Lytix Biopharma is a clinical-stage biotech company with a highly novel technology based on world leading research in host-defense peptide-derived molecules. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic molecule representing a new principle to boost anti-cancer immunity. Lytix Biopharma has a pipeline of molecules that can work in many different cancer indications and treatment settings, both as mono- and combination therapy.
Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investments activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying any forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.