Annexin resolves a rights issue of approximately SEK 20 million, secured to approximately 60 percent, with an overallotment option of up to approximately SEK 5 million
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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NOT INTENDED FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, RUSSIA, SINGAPORE, SOUTH KOREA, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN ANNEXIN PHARMACEUTICALS AB IN ANY JURISDICTION. SEE THE SECTION “IMPORTANT INFORMATION” BELOW.
The Board of Directors of Annexin Pharmaceuticals AB (publ) ("Annexin" or the "Company") has today, pursuant to the authorisation granted by the annual general meeting on 12 May 2026, resolved on a new issue of shares with preferential rights for the Company's existing shareholders of approximately SEK 20 million before issue costs (the "Rights Issue"). Upon full subscription in the Rights Issue, the Company will finance continued execution of the ongoing phase 2a study NEXUS in RVO and DR until the end of the year. The Company has received subscription commitments from the Company's existing long-term major shareholders as well as Board members and management, corresponding to approximately 60 percent of the Rights Issue. If the Rights Issue is oversubscribed, the Board of Directors may resolve to increase the total issue amount by up to approximately SEK 5 million through an overallotment option (the "Overallotment Option"). In order to give Board members and management the possibility to participate in the Rights Issue during the subscription period, the Company has decided to postpone the date for publication of the half-year report for 2026 to 21 August 2026.
Summary of the Rights Issue
- Each existing share in the Company as of the record date on 11 June 2026 entitles to one (1) subscription right. Twenty-five (25) subscription rights entitle the holder to subscribe for six (6) new shares.
- The subscription price in the Rights Issue amounts to SEK 12 per new share, which corresponds to a discount of approximately 12 percent compared to the Theoretical Ex-Rights Price (TERP), based on the average for the closing prices of the last ten trading days.
- The subscription period in the Rights Issue will run from 15 June 2026 up to and including 2 July 2026.
- The last day of trading in the share with the right to receive subscription rights in the Rights Issue is 9 June 2026.
- The Company has received subscription commitments from a number of the Company's existing shareholders as well as Board members and management amounting to a total of approximately SEK 12 million, corresponding to approximately 60 percent of the Rights Issue.
- If the Rights Issue is oversubscribed, the Board of Directors of the Company may resolve on the Overallotment Option of a maximum of 416,670 shares, corresponding to issue proceeds of approximately SEK 5 million before issue costs. The Overallotment Option will be directed to investors who have subscribed for shares in the Rights Issue without receiving full allotment. The subscription price in the Overallotment Option will be the same as in the Rights Issue, i.e. SEK 12 per share.
Background and Reasons for the Rights Issue
The Company develops ANXV – a recombinant human Annexin A5 protein with the potential to become a First-in-Class drug for the treatment of diseases related to inflammation and damage to the blood vessels. The Company initially focuses on eye diseases, an area with significant medical needs and substantial commercial potential.
ANXV has already demonstrated promising signals of effect in phase 2a studies in retinal vein occlusion (RVO), a serious eye disease that can lead to visual impairment and blindness. The results support continued clinical development, and preparations are under way for a phase 2b study, with the ambition to be conducted by or in collaboration with a partner. This creates opportunities for future licence agreements and value-creating collaborations.
At the same time, the positive results within RVO open the door to even larger markets. ANXV is assessed to have potential also in diabetes-related eye diseases such as diabetic retinopathy (DR), a rapidly growing global problem where the need for new treatment options is significant. The interest in ANXV and the clinical data generated to date are confirmed through dialogues with leading ophthalmologists and potential partners. A multi-billion acquisition within the ophthalmology field was recently announced, confirming the value of innovative treatments for eye diseases. By broadening ANXV's areas of use within ophthalmology, Annexin strengthens the opportunities to build an attractive and commercially relevant pharmaceutical programme with the potential to address the root causes of disease, not just the symptoms.
Furthermore, the Company has achieved important progresses in its second therapeutic area of oncology. The drug candidate ANXV can potentially be used for cancer treatment by reducing the ability of cancer cells to inhibit the immune system. ANXV can also be chemically linked to a chemotherapy drug, whereby the chemotherapy is targeted more selectively at the cancer cells. The Company has presented data that supports the possibilities, which is why continued investment is justified. The focus is on assessing whether a plasma sample can be used to identify patients expected to respond to ANXV treatment.
The proceeds from the Rights Issue, excluding issue costs, are intended to cover the Company's working capital needs until the end of 2026, provided full subscription in the Rights Issue. The Company is actively working to enter into partnerships or licence agreements for one or more of the Company's development projects before the end of 2026, but also continuously thereafter. Should such agreements not be reached within the given timeframe, the Company intends to explore alternative financing options.
In order to ensure the Company's liquidity until the Company receives the issue proceeds, the Company has received a bridge loan facility from the four largest shareholders totalling SEK 4 million, where the Company may call off all or part of the loan facility until the maturity date of 30 September 2026. Interest at a rate of 10 percent accrues from the date of any drawdown until the date of repayment.
Use of Proceeds
Upon full subscription in the Rights Issue, the Company will receive approximately SEK 20 million before issue costs. The proceeds from the Rights Issue will be used to strengthen working capital and are planned to be distributed as a percentage as follows:
- Ophthalmology – Execution of phase 2a study NEXUS in RVO and DR, and preparation of phase 2b studies in RVO and DR: Approximately 65 percent
The NEXUS study evaluates the drug candidate ANXV in the two retinal vascular diseases retinal vein occlusion (RVO) and diabetic retinopathy (DR) with regard to safety, tolerability and signals of effect. To date, a total of seven patients have been treated, including five patients with RVO (of whom two have received the three-day treatment) and two with DR. No safety-related findings have been observed to date. Initial data have so far been favourable and the Company plans to include up to 12 patients in the study. Simultaneously, planning for phase 2b studies in both RVO and DR is under way, with documentation and dialogues with the FDA being prepared.
- Oncology – Further preparatory studies in oncology: Approximately 5 percent
Conducting studies on patient blood to identify candidates for future studies and determine appropriate dosage of ANXV as monotherapy in various cancer types.
- Business development and patents: Approximately 20 percent
Business development costs for partnerships in ophthalmology and oncology, including legal advice. Patent-related costs. Consultants for research and development including costs for meetings with regulatory authorities (e.g. FDA and EMA).
- Pharmaceutical product-related costs: Approximately 5 percent
Regular stability and other tests as well as further development of scale-up of production processes and analytical methods for upcoming phase 2b/3 studies.
- Other expenses: Approximately 5 percent.
Administration.
Should the Overallotment Option be exercised in its entirety, the Company will receive an additional approximately SEK 5 million before issue costs. Any additional capital from the Overallotment Option is intended to be used to further strengthen the items above.
Terms and Conditions for the Rights Issue
Those who are registered shareholders in Annexin on the record date of the Rights Issue will receive one (1) subscription right for each one (1) share held. The subscription rights entitle the holder to subscribe for new shares, where twenty-five (25) subscription rights entitle the shareholder to subscribe for six (6) new shares. Only whole shares can be subscribed for (i.e. no fractions). In addition, the opportunity is offered to apply for subscription of shares without subscription rights.
In the event that not all shares are subscribed for with subscription rights, the Board of Directors shall, within the framework of the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without subscription rights. Allotment shall then primarily be made to those who have subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, pro rata in relation to the number of shares such persons have subscribed for with subscription rights and, to the extent this cannot be done, by drawing lots. Secondly, allotment shall be made to others who have applied for subscription without the support of subscription rights and, in the event of oversubscription, pro rata in relation to the number of shares that such persons have expressed interest in subscribing for and, to the extent that this cannot be done, by drawing lots. Thirdly and finally, any remaining shares shall be allotted to any parties that have guaranteed the Rights Issue, in relation to the guaranteed commitments made.
The subscription price has been set at SEK 12 per share, which means that the Rights Issue, if fully subscribed, will provide Annexin with a total of approximately SEK 20 million before issue costs.
The record date for determining which shareholders are entitled to receive subscription rights in the Rights Issue is 11 June 2026. The shares in the Company are traded including the right to receive subscription rights up to and including 9 June 2026. The shares are traded without the right to subscription rights as of 10 June 2026. Trading in subscription rights will take place on Nasdaq First North Growth Market during the period from and including 15 June 2026 up to and including 29 June 2026. The subscription period in the Rights Issue runs from and including 15 June 2026 up to and including 2 July 2026. Annexin's Board of Directors has the right to extend the subscription period and the time for payment, which, if applicable, will be announced by the Company via a press release.
Subscription Commitments
The Company has received commitments from a number of the Company's existing shareholders as well as Board members and management, amounting to a total of approximately SEK 12 million, corresponding to approximately 60 percent of the Rights Issue. No compensation will be paid for subscription commitments made. The subscription commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements.
The Overallotment Option
Through the Overallotment Option, the Company may increase the issue amount by an additional amount of up to approximately SEK 5 million if the Rights Issue is oversubscribed, in order to accommodate stronger demand than originally anticipated. The subscription price in the potential Overallotment Option will correspond to the subscription price in the Rights Issue, which has been set by the Board of Directors, having considered several factors such as market conditions, the Company's financing needs and the assessed market interest in an investment in the Company. The Board of Directors therefore assesses that the subscription price has been determined in line with market terms and that it reflects the prevailing market conditions.
If the Overallotment Option is exercised, it will be conducted by the Board of Directors resolving on a directed new issue in connection with the outcome of the Rights Issue. Such a new issue is intended to be resolved pursuant to the authorisation from the annual general meeting on 12 May 2026 and to be directed to investors that have subscribed for shares in the Rights Issue without receiving full allocation, whereby the principles for allotment of shares subscribed for without subscription rights in the Rights Issue shall apply.
Information Document
In connection with the Rights Issue, the Company will prepare an information document in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The information document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation and will be published by the Company prior to the commencement of the subscription period.
Preliminary Timetable for the Rights Issue
| 9 June 2026 | Last day of trading in the share incl. right to receive subscription rights |
| Around 10 June 2026 | Estimated date of publication of the information document |
| 10 June 2026 | First day of trading in the share excl. right to receive subscription rights |
| 11 June 2026 | Record date for participation in the Rights Issue |
| 15 June 2026 – 29 June 2026 | Trading in subscription rights |
| 15 June 2026 – 2 July 2026 | Subscription period |
| 15 June 2026 – Until the Rights Issue has been registered with the Swedish Companies Registration Office | Trading in BTAs |
| Around 3 July 2026 | Estimated date for announcement of the outcome of the Rights Issue |
Shares and Dilution
Provided that the Rights Issue is fully subscribed, the share capital will increase by approximately SEK 2,803,869.434027, from SEK 11,682,824.063507 to SEK 14,486,693.497534 through a new issue of 1,694,178 shares, which means that the total number of shares will increase from 7,059,096 to 8,753,274, corresponding to a dilution effect of approximately 19.4 percent of the share capital and the number of shares.
In the event the Rights Issue is oversubscribed and the Board of Directors of the Company resolves to exercise the Overallotment Option in full, the Company's share capital will increase by a further SEK 689,590.041351 through a new issue of 416,670 shares, corresponding to a dilution effect of approximately 4.8 percent (based on the number of shares in the Company after the fully subscribed Rights Issue).
Advisers
Cirio Advokatbyrå AB is acting as legal adviser and Bergs Securities AB is acting as issuing agent in connection with the Rights Issue.
For more information, please contact:
Anders Haegerstrand, vd
Mobil: +46 70 575 50 37
E-mail: anders.haegerstrand@annexinpharma.com
Susanne Andersson, CFO
Mobil: +46 730 668 904
E-mail: susanne.andersson@annexinpharma.com