NextCell’s rights issue oversubscribed

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NextCell Pharma AB (publ) (”NextCell” or the “Company”) hereby announces the outcome of the Company’s rights issue of units, consisting of shares and warrants of series TO2, with preferential rights for the Company’s existing shareholders, which was announced through a press release on 24 April 2024 (the “Rights Issue”). The outcome of the Rights Issue shows that 34,747,218 units, corresponding to approximately 91.9 percent of the Rights Issue, were subscribed for with the support of unit rights. In addition, applications for subscription of 22,636,886 units without the support of unit rights have been submitted, corresponding to approximately 59.9 percent of the Rights Issue. Together, subscriptions of units with the support of unit rights and applications for subscription of units without the support of unit rights correspond to approximately 151.7 percent of the Rights Issue. The Rights Issue is therefore oversubscribed and NextCell will from the Rights Issue receive approximately SEK 40.1 million before deduction of issue costs.

The outcome in the Rights Issue

The subscription period in the Rights Issue ended on 14 June 2024. The Rights Issue comprised a maximum of 37,817,475 units, of which 34,747,218 units, corresponding to approximately 91.9 percent of the Rights Issue, have been subscribed for with the support of unit rights. In addition, applications for subscription of 22,636,886 units without the support of unit rights have been submitted, corresponding to approximately 59.9 percent of the Rights Issue. Together, subscriptions of units with the support of unit rights and applications for subscription of units without the support of unit rights correspond to approximately 151.7 percent of the Rights Issue. A total of 3,070,257 units, corresponding to approximately 8.1 percent of the Rights Issue, have been allotted those who have applied for subscription of units without the support of unit rights. The Rights Issue is therefore fully subscribed and no guarantee commitments have been utilized.

Through the Rights Issue, the Company will initially receive approximately SEK 40.1 million before issue costs. Upon full exercise of all warrants of series TO2, the Company may receive a maximum of approximately SEK 113.5 million in total before issue costs.

Allotment of units subscribed for without unit rights

Allotment of units subscribed for without the support of unit rights has been made in accordance with the allotment principles set out in the prospectus published by the Company on 30 May 2024 by reason of the Rights Issue (the “Prospectus”). Notice of such allotment will be communicated separately through distribution of settlement notes. Payment of subscribed and allotted units shall be made by cash payment in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notice of allotment in accordance with instructions from the respective nominee.

Shares, share capital and dilution

Through the Rights Issue, the total number of shares in the Company will increase by 37,817,475, from 34,379,523 shares to 72,196,998 shares, and the share capital will increase by SEK 7,752,582.375, from SEK 7,047,802.215 to SEK 14,800,384.590. This corresponds to a dilution effect of approximately 52.4 percent of the total number of shares and votes in the Company.

Upon full exercise of all warrants of series TO2, the total number of shares in the Company will increase by an additional 37,817,475, from 72,196,998 shares to 110,014,473 shares, and the share capital will increase by an additional SEK 7,752,582.375, from SEK 14,800,384.590 to SEK 22,552,966.965. This corresponds to a dilution effect of approximately additional 34.4 percent of the total number of shares and votes in the Company.

Trading in paid subscribed units (”BTU”)

Trading in BTU will take place until the conversion of BTU into shares and warrants of series TO2, which will take place after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to take place during week 27, 2024.

Warrants of series TO2

Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the Company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price when subscribing for new a share by support of a warrant shall be set at an amount corresponding to 70 percent of the volume-weighted average price of the Company’s share during the period from and including 2 May 2025 until and including 15 May 2025, but no less than SEK 1 and no more than SEK 3. Complete terms and conditions for the warrants are available on the Company’s website, www.nextcellpharma.com.

Commission to guarantors

In connection with the Rights Issue, the Company has received guarantee commitments from a number of existing shareholders and external investors. Guarantee commission will be paid for the guarantee commitments, whereby commission for the bottom guarantees is paid with either 12 percent of the guaranteed amount in cash, corresponding to approximately SEK 3 million, or with 14 percent of the guaranteed amount in the form of newly issued units in the Company, corresponding to approximately SEK 3.5 million, and commission for the top guarantees is paid with either 8 percent of the guaranteed amount in cash, corresponding to approximately SEK 0.6 million, or 10 percent of the guaranteed amount in the form of newly issued units in the Company, corresponding to approximately SEK 0.8 million. Each (1) unit shall consist of one (1) newly issued share and one (1) warrant of series TO2 free of charge.

The subscription price for units issued as guarantee commission has been set at SEK 1.50 per unit, corresponding to SEK 1.50 per share, which corresponds to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market during the subscription period in the Rights Issue. The warrants are issued free of charge. The guarantee commission and the subscription price have been determined through negotiations at arm’s length between the Company and the parties that have provided the guarantee commitments, in consultation with a financial advisor and through analysis of several market factors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect the prevailing market conditions. In total, a maximum of 2,895,580 units may therefore be issued as guarantee commission to the guarantors, corresponding to a maximum of 2,895,580 shares and a maximum of 2,895,580 warrants of series TO2.

Guarantors who wish to receive guarantee commission in the form of units shall notify Redeye AB thereof no later than 20 June 2024. Any resolution on the issue of units to guarantors is intended to be made by the Company’s Board of Directors by virtue of the authorisation from the Annual General Meeting on 30 November 2023, and will be announced through a press release.

Advisors

Redeye AB is financial advisor to NextCell in connection with the Rights Issue. Törngren Magnell & Partners Advokatfirma KB is legal advisor to NextCell in connection with the Rights Issue.