NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, CANADA, THE UNITED KINGDOM, HONG KONG, RUSSIA, BELARUS, SWITZERLAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN SUCH MEASURES WHICH FOLLOWS FROM SWEDISH REGULATIONS.
Alzinova AB ("Alzinova" or the "Company") completed during the first quarter of 2026 a rights issue of units, consisting of shares and warrants of series TO4 (the "Warrants"). The subscription price for the Warrants has been determined to 70 percent of the volume-weighted average price in the Company's share on Nasdaq First North Growth Market during the measurement period, which ran from May 8, 2026, up to and including May 22, 2026, however not higher than SEK 1.20 or less than the quota value for the Company's shares. The volume-weighted average price in the Company's share during the measurement period amounted to approximately SEK 0.456500 and therefore the subscription price for the Warrants has been determined to SEK 0.32 per share. One (1) Warrant entitles the holder to subscribe for one (1) new share in the Company. The exercise period for the Warrants runs from today, May 25, 2026, up to and including June 8, 2026.
As announced in the press release published on May 21, 2026, Alzinova has received subscription commitments and entered into underwriting commitments corresponding to 80 percent of the exercise of the Warrants. The Company’s management, together with certain board members and major warrant holders, have provided subscription commitments corresponding to approximately 6.1 percent of the Warrants. In addition, Mangold Fondkommission AB has entered into a underwriting commitment corresponding to 73.9 percent of the Warrants. The Company views it as a positive signal and an expression of continued confidence in Alzinova’s development that all members of the management, as well as certain board members, have chosen to provide subscription commitments corresponding to their entire respective holdings.
If all Warrants are exercised, the Company will receive approximately SEK 16.2 million before issuing costs. For the Warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than June 8, 2026, or sell the warrants no later than June 3, 2026. Please observe that certain nominees might close their application earlier than June 8, 2026.
The outcome of the exercise of the Warrants is intended to be announced via a press release on or about June 9, 2026.
Summarized terms and conditions for the Warrants:
Exercise period: May 25, 2026 – June 8, 2026
Subscription price: SEK 0.32 per share
Issue volume: 50,637,801 Warrants entitle to subscribe for a total of 50,637,801 shares. If all Warrants are exercised, the Company will receive approximately SEK 16.2 million before issuing costs.
Last day of trading in the Warrants: June 3, 2026
Share capital and dilution: If all Warrants are exercised the share capital will increase with SEK 13,317,741.663 from SEK 40,754,845.307 to SEK 54,072,586.970. If all Warrants are exercised the number of shares and votes in the Company will increase with 50,637,801 shares, from 154,961,389 shares to 205,599,190 shares. In the event that all Warrants are exercised, the dilution amounts to approximately 24.6 percent of the number of shares and votes in the Company.
Please note that Warrants that are not exercised no later than June 8, 2026, or sold no later than June 3, 2026, will expire without value. For Warrants not to lose their value, the holder must actively subscribe for new shares or sell the Warrants.
How warrants are exercised
Nominee-registered warrants (Custody account)
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.
Direct-registered warrants (Securities account)
No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.
The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.
The application form including instructions for payment is available at Alzinova’s website, www.alzinova.com.
Advisors Mangold Fondkommission AB is the financial advisor to Alzinova and Fredersen Advokatbyrå AB is the legal advisor to the Company regarding the Warrants.
For further information, please contact:
Tord Labuda, CEO
E-post: info@alzinova.com
About Alzinova AB
Alzinova AB is a Swedish biopharmaceutical company in clinical development specializing in the treatment of Alzheimer’s disease, where the starting point is to attack toxic amyloid-beta oligomers. The lead candidate ALZ-101 is a therapeutic vaccine against Alzheimer’s disease. Alzinova’s patented AβCC peptide technology makes it possible to develop disease-modifying treatments that target the toxic amyloid-beta oligomers that are central to the onset and development of the disease with great accuracy. From a global perspective, Alzheimer’s disease is one of the most common and devastating neurological diseases, with around 40 million affected today. Based on the same technology, the Company is also developing the antibody ALZ-201, which is currently in preclinical development, and the goal is to further expand the pipeline. The Company’s Certified Adviser on Nasdaq First North Growth Market is Mangold Fondkommission AB. For more information about Alzinova, please visit: www.alzinova.com.
Important Information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in units, shares, warrants or other securities in Alzinova. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Alzinova was made only through the EU Growth Prospectus that was published by the Company on February 3, 2026 on the Company's website and at the Swedish Financial Supervisory Authority (the “Prospectus”).
The publication, disclosure or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in Alzinova in any jurisdiction, neither from the Company nor from anyone else.
This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and thus neither identify nor purport to identify risks (direct or indirect) that may be associated with an investment in units, shares, warrants, or other securities in Alzinova. The information in this press release does not claim to be complete or exhaustive. No representation is made in relation to the information in this press release regarding its accuracy or completeness.
This press release does not constitute an offer to acquire or subscribe for securities in the United States. The Securities referred to herein may not be sold in the United States without registration or without applying an exemption from registration under the applicable U.S. Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States without registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any Securities referred to herein in the United States or to make a public offering of such Securities in the United States. The information in this press release may not be disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or to the United States, Canada, Australia, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Hong Kong, Russia, Belarus, or any other jurisdiction where such disclosure, publication, or distribution of this information would violate applicable regulations or where such an action is subject to legal restrictions or would require additional registration or actions other than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
In the United Kingdom, this press release and any other material related to the Securities referred to herein are being distributed and directed only to, and any investment or investment activity to which this press release relates is available only to and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in investment-related activities falling within the definition of “investment professionals” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high-net-worth entities as referred to in Article 49(2)(a)–(d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this press release relates in the United Kingdom is only available to relevant persons and will be undertaken only with relevant persons. Persons who are not relevant persons should not act based on this press release or rely on its contents.
The Company assesses that it conducts activities worthy of protection under The Foreign Direct Investment Screening Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform potential investors that its operations may fall within the scope of the regulation and that the investment may be subject to a notification requirement. If an investment is subject to notification, it must be reported to the Inspectorate of Strategic Products (ISP) before being completed. An investment may be subject to notification if the investor, any entity within its ownership structure, or any party on whose behalf the investor is acting, following the completion of the investment, holds voting rights corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the total number of votes in the Company. The investor may be subject to an administrative sanction fee if a notifiable investment is carried out before ISP has either: i) decided to take no action on the notification, or ii) approved the investment. Each investor should consult an independent legal advisor regarding the potential applicability of the FDI Act in relation to the warrant exercise and the Directed Issue for the individual investor.
This press release does not identify, nor claim to identify, any risks (direct or indirect) associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for, acquire, or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decisions regarding the Rights Issue. Each investor or potential investor should conduct their own investigation, analysis, and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance does not serve as guidance for future results. Neither the content of the Company’s website nor any other website accessible through hyperlinks on the Company’s website is incorporated into or forms part of this press release.