The Directed Share Issue

The Directed Share Issue of 6,666,666 ordinary shares is carried out with deviation from the existing shareholders’ preferential rights after a resolution by the board of directors based on the authorization granted by the annual general meeting held on 7 May 2025. The investors in the Directed Share Issue are Salenia AB and Mats Thorén (existing shareholders) as well as Fredrik Lundgren and Wilhelm Risberg. The subscription price in the Directed Share Issue has been determined through negotiations at arm's length with the investors, whereby the board of directors has taken into account several factors such as the market situation, the Company's financing needs and the alternative cost for other financing, as well as assessing market interest for an investment in the Company. The subscription price in the Directed Share Issue has been set at SEK 3, which corresponds to a discount of approximately 7 percent compared to the closing price of the Company's ordinary share on Nasdaq Stockholm on April 23, 2026. In light of this, the board of directors believes that the subscription price is reasonable and reflects the market price of the Company's shares.

Through the Directed Share Issue, the Company will receive gross proceeds of SEK 20 million before transaction costs relating to the Directed Share Issue.

“The review of the Orviglance NDA is on track as the July 3, 2026 PDUFA date is approaching. We are also progressing the partnering discussions for Orviglance®, and to solidify our negotiation position we have decided to proactively strengthen our financial position. The capital raise secures funding for partnership‑related transaction costs, including legal advisory fees, and extends our cash runway into 2027. We believe this positions the company well to finalize the negotiations.” says Magnus Corfitzen, CEO of Ascelia Pharma AB.

The Company intends to use the net proceeds to strengthen its balance sheet ahead of a pivotal period for the Company, enhance its negotiation position in partnering discussions and to extend the cash runway into 2027, comfortably past the PDUFA date 3 July 2026, when the US Food and Drug Administration (FDA) is expected to render its decision on the New Drug Application (NDA) for Orviglance.
 
Deviation from the shareholders’ preferential rights
The board of directors is of the opinion that the issue proceeds contribute to a good balance of different financing sources and that the Directed Share Issue is positive for the Company’s capital structure and general risk level. Prior to the Directed Share Issue, the board of directors has carefully considered the possibility to raise the required equity through a rights issue. The board of directors has thereby concluded that a rights issue would be significantly more time-consuming, which could risk the Company missing out on potential development opportunities, and entail significantly higher costs, mainly due to procurement of a guarantee consortium, and an increased exposure to potential market volatility compared to the Directed Share Issue. Unlike a rights issue, the Directed Share Issue has also provided the Company with new owners, which the board of directors considers to be of benefit to the Company and the general liquidity of the share. In addition, the participation of two larger existing shareholders has been a key factor in this process. Their commitment has served as a clear signal of confidence to the market and has helped attract new investors by demonstrating confidence in the Company. In light of the above, the board of directors has made the assessment that a Directed Share Issue with deviation from the shareholders’ preferential rights is the most favourable alternative for the Company and in the best interest of the Company’s shareholders.
 
Lock-up undertakings
In connection with the Directed Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares (other than those contemplated by the Directed Share Issue) for a period of 60 calendar days after the settlement date of the Directed Share Issue. Board members and persons of the management holding shares and/or warrants have undertaken not to sell any shares in the Company for a period of 60 calendar days after the settlement date of the Directed Share Issue, with customary exceptions. During the lock-up period, the Company’s management and board of directors may however sell shares to cover individual tax liabilities.

Number of shares, share capital and dilution
Through the Directed Share Issue, the Company’s share capital will increase by SEK 6,666,666, from SEK 127,902,580 to SEK 134,569,246, by the issue of 6,666,666 new ordinary shares, which results in that the total number of outstanding shares in the Company increases from 127,902,580 shares to 134,569,246 shares, whereof 133,535,460 are ordinary shares and 1,033,786 are series C shares. This corresponds to a dilution effect of approximately 4.99 percent of the total number of ordinary shares in the Company after the Directed Share Issue. Settlement is expected to occur on or around April 28, 2026.
 
Advisors
ABG Sundal Collier AB acted as financial advisor and Setterwalls Advokatbyrå AB acted as legal advisor to the Company in connection with the Directed Share Issue.

Important information

This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which publication, release or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for new shares in the Company in the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

 
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
 
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
 
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Directed Share Issue is being made in the United States, Sweden or elsewhere.
 
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by ABG Sundal Collier, or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
 
The distribution of this announcement and the offering of the securities referred to herein in certain jurisdictions may be restricted by law. No action has been taken by the Company, ABG Sundal Collier or any of their respective affiliates that would, or which is intended to, permit an offering of the securities in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to the securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and ABG Sundal Collier to inform themselves about, and to observe, such restrictions.
 
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 the Directed Share Issue. Any investment decision to subscribe for shares in the Directed Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by ABG Sundal Collier.
 
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
 
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”, “expect” and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law or the Nordic Main Market Rulebook for Issuers, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No statement in this announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.