Prostatype Genomics AB: Prostatype Genomics publishes prospectus due to upcoming preferential share issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, WHETHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION FURTHER REQUIRES PROSPECTUS, REGISTRATION, OR OTHER ACTIONS OTHER THAN THOSE UNDER SWEDISH LAW, ARE PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT TAKE PLACE WITHOUT APPLICATION OF EXCEPTIONS FROM SUCH ACTION. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.

On November 7, 2023, the Board of Directors of Prostatype Genomics AB ("Prostatype Genomics" or the "Company") announced that the Board of Directors resolved upon a new issue of shares and warrants ("Units") with preferential rights for the Company's existing shareholders of approximately SEK 47.8 million (the “Rights Issue”). The Board of Director's resolution of the Rights Issue was approved by an Extra General Meeting held on December 7, 2023. A prospectus, which has been prepared in connection with the Rights Issue, has today on December 11, 2023 been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”). The prospectus is available at Prostatype Genomics' website (https://www.prostatypegenomics.com/rights-issue-b-2023/) and Carnegie's website (www.carnegie.se).

Prospectus

The prospectus that Prostatype Genomics has prepared in connection with Rights Issue has today been approved by the SFSA. The prospectus, containing complete terms and instructions, and application forms can be obtained from Prostatype Genomics and Carnegie and is available at Prostatype Genomics's website (https://www.prostatypegenomics.com/rights-issue-b-2023/) and Carnegie's website (www.carnegie.se). The prospectus will also be available at the website of the SFSA (www.fi.se).

The prospectus has been prepared as an EU-Growth prospectus in accordance with article 15 in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The prospectus has been approved by the SFSA, which is the Swedish competent authority in accordance with the Prospectus Regulation, in accordance with article 20 in the Prospectus Regulation. The SFSA only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of Prostatype Genomics or as an endorsement of the quality of the shares that are the subject of the prospectus and does not indicate that the SFSA guarantees that the facts in the prospectus are correct or complete. Investors should make their own assessment as to the suitability of investing in the Rights Issue.

Subscription period and subscription

The subscription period in the Rights Issue commences on December 13, 2023. Application forms will be available on the Company's and Carnegie's web page respectively.

Subscription commitments and underwriting agreements

The Rights Issue is subject to subscription commitments and underwriting agreements corresponding to a total of approximately SEK 21.5 million. The subscription commitments amount to approximately SEK 7.6 million, corresponding to approximately 15.9 percent of the Rights Issue. Subscription commitments and guarantee commitments from senior executives and board members of Prostatype Genomics amount to a total of SEK 4.3 million. For underwriting commitments, a compensation of 14.0 percent of the guaranteed amount is due, to be paid in cash, alternatively a compensation of 16.0 percent of the guaranteed amount to be paid in shares in the Company. No compensation is paid for the subscription commitments. The subscription commitments and underwriting agreements are not secured by bank guarantee, blocking funds, pledging or similar arrangements.

Time plan for the Rights Issue

December 13 - 20, 2023	Trading in unit rights
December 13 - 27, 2023	Subscription period
December 13, 2023 - until approximately one week after the Rights Issue has been registered with the Swedish Company Registration Office (sw. Bolagsverket)	Trading in paid subscription units (Sw. BTU)
December 29, 2023	Expected day of publishing the outcome of the Rights Issue

 

Advisors

Prostatype Genomics has mandated Penser By Carnegie and Advokatfirman Lindahl as financial and legal advisors respectively in connection with the Rights Issue.

For further information about Prostatype Genomics, please contact:

Telephone: +46 (0) 73 049 77 01.

e-mail: [email protected]

The information was submitted for publication, through the agency of the contact person, on 12-11-2023 [XX]:[XX] CET.

About Prostatype Genomics AB

Prostatype® is a genetic test that is available to patients and treating urologists as a supplementary decision support tool to answer the question of radical treatment or no radical treatment of prostate cancer. The test is developed by a research group at Karolinska Institutet and is provided by Prostatype Genomics AB.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. In a member state within the European Economic Area ("EEA"), securities referred to in the press release may only be offered in accordance with applicable exemptions under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).

This press release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release may not be sold in the United States without registration, or without application of an exception from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction in which the release, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would demand additional registration or other actions according to Swedish law. Acts in contrary to this instruction may constitute a crime according to applicable securities laws.

This release is not a prospectus in accordance to the definition in the Prospectus Regulation as has not been approved by any regulatory authority. 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. This press release constitutes an advertisement in accordance with article 2 k of the Prospectus Regulation. Prostatype Genomics has not authorized any offer to the public of shares or rights in any other member state of the EEA than Sweden. 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. An investment decision to acquire or subscribe for shares in the Rights Issue shall only be made based on publicly available information.

 

To the extent this press release contains forward-looking statements, such statements does not constitute facts and are characterized by words such as “shall”, “expect”, “believe” “assess”, “intend”, “estimate” and similar expressions. Such statements reflect Prostatype Genomics’s intentions, views or present expectations or assumptions. Such forward-looking statements are based on Prostatype Genomics’s current plans, estimates and projections, which have been made to the best of Prostatype Genomics’s ability. However, Prostatype Genomics does not assert that these statements will be correct in the future. Forward-looking statements are associated with risks and uncertainties which are difficult to predict and which generally cannot be affected by Prostatype Genomics. It should be contemplated that actual events or outcomes may differ materially from what is included or expressed in such forward-looking statements.