Lytix Biopharma AS – Share issue pursuant to board authorisation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN 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, Norway, 26 April 2024: Reference is made to the stock exchange announcements published by Lytix Biopharma AS ("Lytix" or the "Company") on 25 April 2024 regarding the minutes of the extraordinary general meeting held on 25 April 2024 and the final results of a partially guaranteed share offering (the "Offering") based on a prospectus dated 9 April 2024 (the "Prospectus"). The Company's extraordinary general meeting on 25 April 2024 resolved to issue 9,055,607 shares as part of the Offering and further authorised the board of directors to issue additional shares in connection with the Offering (the "Offer Shares").
The board authorisation was registered with the Norwegian Register of Business Enterprises (No. Foretaksregisteret) ("NRBE") today, on 26 April 2024. Subsequently, the board of directors resolved to issue 486,377 Offer Shares to certain pre-committing shareholders and guarantors (as further described in the Prospectus). The 486,377 Offer Shares are issued at par value (i.e., NOK 0.10), which represents a discount of NOK 5.14 per Offer Share compared to the price of the shares resolved issued by the Company's general meeting on 25 April 2024. The total discount of NOK 5.14 per share, when applied to the 486,377 Offer Shares, results in a total discount amount of NOK 2.5 million, thus ensuring a full and final settlement of the pre-commitment and guarantee fees due in connection with the Offering.
Payment for the Offer Shares resolved issued by the board of directors today is due on 30 April 2024. The Offer Shares may not be transferred or traded until they have been fully paid for, and the share capital increase related to the Offer Shares has been registered with the NRBE. Registration of the share capital increase is anticipated to occur during the first half of May 2024. Subsequently, the Offer Shares are expected to be registered in the Norwegian Central Securities Depository (the "VPS") in book-entry form and delivered to the applicants' VPS accounts approximately on the same day. It is also anticipated that the Offer Shares will be admitted to trading on Euronext Growth concurrently with their delivery to the applicants' VPS accounts.
Advisors:
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Redeye AB is acting as financial advisor to the Company.
Disclosure regulation:
This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo.
For more information, please contact:
Gjest Breistein, CFO
+47 952 60 512
Important notices:
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 (i) qualified investors in that Member State within the meaning of the Prospectus Regulation, and (ii) to fewer than 150, natural or legal persons , subject to obtaining the prior consent of the Company for any such offer, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 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 who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation, as the term is used in Article 1(4) and (6) of the Prospectus Regulation, that are also (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 investment 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 information 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 of the content of this announcement.
The Company makes no representation as to the accuracy or completeness of this announcement and does not accept 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 in the Company. The Company accepts no liability arising from the use of this announcement.
About Lytix
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.