The board of directors’ resolution to issue units consisting of shares and warrants is based on the authorization from the annual general meeting on 26 May 2019.

The private placement is conducted primarily on the same terms as CombiGene’s recently conducted rights issue, meaning that Modelio and Oscar Molse, with half each, will subscribe for a total of 4,000,000 units, consisting of a total of 8,000,000 shares,
4,000,000 warrants of series TO3 and 4,000,000 warrants of series TO4. The subscription price per share amounts to SEK 0.50 and the warrants are issued without consideration. CombiGene will initially raise MSEK 4 through the issue of shares and may raise at most an additional MSEK 5.2 if all warrants issued in the private placement are used for subscription, before issue costs of approximately MSEK 0,1.

The subscription price equals a discount of circa 24 percent compared to the volume weighted average price of the Company’s share during the most recent month. The board of directors considers the subscription price and other conditions for the issue to be on market terms, especially considering the current market condition and that the issue is carried out on the same conditions as the recently finalized rights issue, in which all shareholders have had the right to participate. Since the rights issue was not fully subscribed for, there was also a possibility for additional subscriptions in addition to subscription based on preferential rights and also a possibility for the public to participate.

The purpose of the private placement and the reason for divesting from the shareholders pre-emption rights is to raise the necessary additional capital due to the rights issue not being fully subscribed. Furthermore, the Company is in debt to Modelio, for which repayment is partially financed through the issue. An additional reason is that the private placement allows for a cost-effective addition of capital from strategic investors.

The private placement will result in a dilution of 6.4 percent in relation to the number of shares and votes in the Company after registration of the rights issue and the private placement. In the private placement, a maximum of 8,000,000 shares will be issued, which will increase the total number of shares and votes in the Company from 117,622,007 to 125,622,007, after registration of both issues. The registered share capital will increase with not more than SEK 800,000 from SEK 11,762,200.70 to SEK 12,562,200.70, after registration of both issues.

Warrant holders shall be entitled to subscribe for one (1) new share in the Company for each warrant, through which the Company’s registered share capital may increase by an additional SEK 800,000 and the number of shares may increase by an additional 8,000,000. Shares may be subscribed for by use of warrants of series TO3 during the subscription period 17 August 2020 – 31 August 2020. The exercise price shall correspond to the 10-day average volume weighted share price for the period 3 August 2020 – 14 August 2020, with a discount of 30 percent, however not less than SEK 0.4 and not more than SEK 0.6 per new share. Warrants of series TO4 shall entitle to subscription of one (1) new share in the Company during the subscription period 16 November 2020 – 30 November 2020. The exercise price shall correspond to the 10-day average volume weighted share price for the period 2 November 2020 – 13 November 2020, with a discount of 30 percent, however not less than SEK 0.5 and not more than SEK 0.7 per new share. Customary terms for re-calculation apply.

Trading in warrants
CombiGene’s intention is that both series of warrants TO3 and TO3 shall be traded on Nasdaq First North Growth Market, in accordance with the information published in connection with the rights issue.

Advisors
Aqurat Fondkommission AB acts as issuing agent and Fredersen Advokatbyrå AB as legal advisors.