Warrants of series TO2 in Elicera Therapeutics AB were subscribed to approximately 96.3 percent and the company resolves on a directed issue to underwriters
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Elicera Therapeutics AB (publ) (“Elicera” or the “Company”) today announces the outcome of the exercise of warrants of series TO2, which were issued in connection with a rights issue in the Company during the first quarter of 2024. In total, 11,463,075 warrants of series TO2 were exercised, corresponding to approximately 96.3 percent of the total number of outstanding warrants of series TO2, for subscription of 11,463,075 shares at an exercise price of SEK 1.85 per share. Elicera will receive approximately SEK 21.2 million before issuing costs through the exercise of the warrants of series TO2. As communicated though press release on February 25, 2025, the Company received a securement totaling 100 percent of the issue proceeds through subscription commitments, bottom underwriting commitments and top-down underwriting commitments. Due to the exercise rate from existing warrant holders, the bottom underwriting commitments will not be utilized. Top-down underwriting commitments will be utilized for 445,689 shares, corresponding to approximately SEK 0.8 million or 3.7 percent of the issue volume in TO2. Considering this, the Board of Directors, based on the authorization from the annual general meeting on May 16, 2024, has resolve on a directed issue of 445,689 shares for the utilization of entered top-down underwriting agreements (the “Directed Issue”) to a number of external investors.
Comment from Jamal El-Mosleh, CEO
“We are very pleased with the broad support we are seeing from our shareholders. The strong turnout creates significant opportunities going forward to keep the company well-capitalized without major costs or dilution, and we look forward to utilizing this addition to deliver key milestones and results from the CARMA study and advance our research. I want to thank everyone who has subscribed for shares and warmly welcome you as shareholders in Elicera”
Background
The exercise period for exercise of the warrants of series TO2 took place during the period from and including February 26, 2025, up to and including March 11, 2025. The exercise price per share for exercising the warrants of series TO2 was set to SEK 1.85.
In total, 11,463,075 warrants of series TO2 were exercised for subscription of 11,463,075 shares, meaning that approximately 96.3 percent of all outstanding warrants of series TO2 were exercised for subscription of shares. Through the exercise of the warrants of series TO2, Elicera will receive approximately SEK 21.2 million before issuing costs.
Exercised warrants have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to shares within approximately two (2) weeks.
The Board of Directors’ decision on the Directed Issue to the top-down underwriters
The Company has previously communicated that a supplementary directed share issue to the Underwriters will take place after the completion of the exercise period if the underwriting commitments are utilized. The bottom underwriting entails that the bottom underwriters undertake to subscribe for the number of shares required to bring the exercise rate up to approximately 70 percent of the issue volume. The top-down underwriting entails that the top-down underwriters undertake to subscribe for the number of shares required to bring the exercise rate up to 100 percent of the issue volume. The outcome of the TO2 exercise means that the bottom underwriting will not be utilized, and the top-down underwriting will be utilized for 445,689 shares. The subscription price in the Directed Issue amounts, in accordance with the negotiated underwriting agreements, to SEK 1.85 per share, corresponding to the subscription price for the exercise of TO2. Through the Directed Issue, the Company will receive an additional approximately SEK 0.8 million.
The reason for deviating from the shareholders' preferential rights in the Directed Issue is to fulfil the Company’s commitments to the top-down underwriters as a result of the entered underwriting agreements and to meet the Company's capital needs. Furthermore, the Board of Directors assesses that the subscription price of SEK 1.85, which was negotiated with the top-down underwriters at arm’s length, is considered to be on market terms given that TO2 was not exercised to 100 percent, despite that the exercise price of SEK 1.85 for the TO2 corresponds to the subscription price in the Directed Issue. The Board of Directors also believes that it is beneficial to the Company's financial position and in the interest of the shareholders that proceeds from the issue corresponding to TO2 having been fully utilized are provided to the Company. Shareholders have also, by subscribing for shares through TO2, had the opportunity to participate on the same terms as the top-down underwriters. The Board's considerations are based on an assessment that it is important for the operation and the Company’s ability to achieve short- and long-term goals that the Company secures the amount of capital that fully exercised warrants of TO2 could have generated.
The Board of Directors intends to decide on a directed issue for underwriting compensation to the bottom underwriters and the top-down underwriters
The Board of Directors intends to decide on a directed share issue to the bottom underwriters and the top-down underwriters as compensation for the underwriting commitments (the “Compensation Issue”). For bottom underwriting, the compensation amounts to 12 percent of the underwritten amount in cash or 15 percent of the underwritten amount in shares. For top-down underwriting, the compensation amounts to 20 percent of the underwritten amount in shares. Bottom underwriters who wish to receive underwriting compensation in the form of shares must notify Mangold Fondkommission AB no later than March 20, 2025. The subscription price in the Compensation Issue will, in accordance with the negotiated underwriting agreements, be SEK 1.85 per share, corresponding to the exercise price for TO2. Consequently, a maximum of 1,769,168 new shares may be issued in the Compensation Issue. Payment for the bottom underwriters and the top-down underwriters subscribed and allocated shares in the Compensation Issue will be made by offsetting the bottom underwriters and top-down underwriters claims against the company regarding underwriting compensation.
The Board of Directors decision regarding the Compensation Issue of shares to the Underwriters will be announced through a separate press release.
Number of shares, share capital and dilution
Through the exercise of the warrants of series TO2 and the Directed Issue, the number of shares in Elicera increases by 11,908,764 shares, from 35,093,268 shares to a total of 47,002,032 shares. The share capital will increase by SEK 500,168.088, from SEK 1,473,917.256 to SEK 1,974,085.344.
For existing shareholders who did not exercise any warrants of series TO2, the dilution amounts to approximately 25.3 percent of the number of shares and votes in the Company.
Advisers
Mangold Fondkommission AB is financial adviser and Advokatfirman Delphi i Stockholm AB is legal advisor for Elicera regarding the warrants.
For further information, please contact:
Jamal El-Mosleh, CEO, Elicera Therapeutics AB (publ)
Phone: +46 (0) 703 31 90 51
[email protected]
This information is information that Elicera Therapeutics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on March 13, 2025, at 11;27 CET.
Certified Advisor
Mangold Fondkommission AB
About Elicera Terapeutics AB
Elicera Therapeutics AB (publ) has developed the patented gene technology platform iTANK that enables the arming of new and existing CAR T-cell therapies targeting aggressive and relapsing cancer forms. Elicera Therapeutics thereby addresses a well-defined and vast market. The company’s CAR T-cell therapies have shown a potent effect toward solid tumors which are recognized as particularly difficult to treat and constitute the majority of cancer cases. The company addresses a global multibillion market in cell therapy through its offering of non-exclusive licensing of the iTANK platform to companies in the pharmaceutical industry. Elicera Therapeutics has four internal development projects in immune therapy that separately have the potential to generate substantial value through exclusive out-licensing agreements. The company’s share is traded on Nasdaq First North Growth Market. For additional information, visit www.elicera.com.
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