“The results we have generated and presented for nadunolimab are very promising and highlight its great potential to become a key treatment option in several different cancer forms. It is very positive that with the help of this transaction we now secure our continued preparative work for the phase 2b study in pancreatic cancer and obtain liquidity to drive the company projects into 2025. We are very motivated and grateful for the trust from our investors”, said Göran Forsberg, CEO of Cantargia.
 
The Directed Share Issue
The board of directors of Cantargia has, based on the authorization granted by the annual general meeting held on 23 May 2023, resolved on the Directed Share Issue of 16,698,789 shares at a subscription price of SEK 3.55 per share, corresponding to the volume-weighted average share price of the Cantargia share on Nasdaq Stockholm on 30 October 2023, consequently raising proceeds of approximately SEK 59.3 million before deduction of transaction costs. The subscription price in the Directed Share issue has been determined by the board of directors following arm’s length negotiations with investors and in consultation with the Joint Global Coordinators and Joint Bookrunners Zonda Partners and Van Lanschot Kempen and is, based on the board of directors’ assessment, at market conditions. The Directed Share Issue was subscribed by a variety of Swedish and international investors including certain existing shareholders, notably the Fourth Swedish National Pension Fund (AP4), the First Swedish National Pension Fund (AP1) and Alecta Tjänstepension. The Company intends to use the issue proceeds to finance (i) preparative work for the phase 2b trial in PDAC for nadunolimab, and (ii) general corporate purposes and the extension of the Company’s cash runway into 2025. The newly issued shares are expected to be admitted to trading on Nasdaq Stockholm on 2 November 2023.
 
Prior to the Directed Share Issue, the board of directors has carefully considered the possibility to raise the required capital through a rights issue. The board of directors has thereby concluded, among other things, that a rights issue would be significantly more time-consuming, which could risk the preparative work for the phase 2b trial in PDAC for nadunolimab not to be conducted at the desired pace, or the Company missing out on potential development opportunities. Additionally, a rights issue would entail significantly higher costs for the Company, mainly due to procurement of a guarantee consortium, an increased exposure to market volatility, and potentially a lower subscription price to the disadvantage of the Company’s shareholders. Unlike in a rights issue, the Company’s shareholder base will be further diversified with Swedish and international institutional investors through the Directed Share Issue, which is considered to be of benefit for the Company and the share’s liquidity. Considering the above, the board of directors has made the assessment that the Directed Share Issue with deviation from the shareholders’ pre-emptive rights is in the best interest of the Company and its shareholders.
 
Through the Directed Share Issue, the number of shares and votes in the Company will increase by 16,698,789, from 166,987,895 to 183,686,684, and the share capital will increase by SEK 1,335,903.12, from SEK 13,359,031.60 to SEK 14,694,934.72. The Directed Share Issue entails a dilution of approximately 9.1 percent of the total number of shares and votes, based on the total number of shares in the Company after the Directed Share Issue.
 
The Directed Share Issue is subject to the fulfillment of certain customary conditions in the agreement on the placement of shares that has been entered into between the Company and the Joint Bookrunners in connection with the Directed Share Issue, and that this agreement is not terminated by the Joint Bookrunners before the settlement date of the Directed Share Issue.
 
Advisors
Zonda Partners and Van Lanschot Kempen acted as Joint Global Coordinators and Joint Bookrunners and Oppenheimer & Co acted as financial adviser in connection with the Directed Share Issue. Vinge acted as legal counsel to Cantargia and Baker McKenzie acted as legal counsel to the Joint Bookrunners in connection with the Directed Share Issue.
 
For further information, please contact:
Göran Forsberg, CEO
Mobile: +46 (0)46-275 62 60
E-mail: goran.forsberg@cantargia.com
 
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and 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 buy or subscribe for any shares or other securities (“Securities”) in Cantargia in any jurisdiction, neither from Cantargia nor from anyone else.
 
This press release neither identifies nor pretends to identify risks (direct or indirect) that can be connected to an investment in Securities in Cantargia. The information contained in this announcement is for background purposes only and does not purport to be full or complete.
 
This press release is not a prospectus according to the definition in Regulation (EU) 2017/2019 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Cantargia has not authorized any offer to the public of Securities in any member state of the European Economic Area (“EEA”). Within the EEA, this communication is only addressed to and is only directed at “qualified investors” in each respective member state within the meaning of the Prospectus Regulation.
 
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to the United States of America, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such act would be unlawful, where such action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities law. No Securities in Cantargia have been registered, and no Securities will be registered, under the United States Securities Act of 1933, as amended (“Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no Securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
 
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 United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) 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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.
 
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
 
This press release 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 each of the Joint Bookrunners and Oppenheimer & Co or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this press release 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.
 
Each of the Joint Bookrunners and Oppenheimer & Co is acting exclusively for the Company and no one else in connection with the Directed Share Issue, the content of this press release and other matters described in this press release. The Joint Bookrunners and Oppenheimer & Co will not regard any other person as their respective clients in relation to the Directed Share Issue, the content of this press release and other matters described in this press release and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Directed Share Issue, the content of this press release or any other matters referred to in this press release.
 
Each of the Joint Bookrunners, Oppenheimer & Co and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of the Joint Bookrunners, Oppenheimer & Co and their respective affiliates may provide such services to the Company and/or its affiliates in the future.
 
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.