22:01:22 Europe / Stockholm
2024-06-18 17:31:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.

Copenhagen, Denmark, 18 June 2024. FluoGuide A/S, a developer of surgical precision solutions within oncology (“FluoGuide” or the “Company”) hereby announces its intention to carry out a directed share issue of approximately SEK 60 million to Nordic and international institutional investors, as well as to other qualified investors (the “Directed Share Issue”). The Company intends to primarily use the potential issue proceeds to enable a significant progression in its clinical efforts.

The Directed Share Issue is intended to be carried out with deviation from the shareholders’ pre-emptive rights and pursuant to the authorization set out in the Company’s articles of association. FluoGuide has engaged Skandinaviska Enskilda Banken AB (“SEB”) to explore the conditions of carrying out the Directed Share Issue.

The subscription price and the total number of new shares to be issued in the Directed Share Issue will be determined through an accelerated bookbuilding procedure (the “Bookbuilding”) which will be conducted by SEB. The Bookbuilding will commence immediately following this announcement. Pricing and allocation of the new shares in the Directed Share Issue is expected to take place before trading commences at Nasdaq First North Growth Market Stockholm on 19 June 2024. The exact timing of closing of the Bookbuilding, pricing and allocation is at the discretion of the Company and SEB and the Bookbuilding may, if so decided by the Company or SEB, be shortened or extended, and may at any time be terminated. The Company will announce the outcome of the Directed Share Issue through a press release immediately after the Bookbuilding has been closed.

The net proceeds from the Directed Share Issue will enable a significant progression in the Company’s clinical efforts:

  • Phase II study in aggressive brain cancer high-grade glioma with the FG001 candidate
  • Phase II study in head & neck cancer with the FG001 candidate
  • Progress PTT (added benefit of FG001) and prepare for clinical development
  • Continued operational and general corporate purposes

In connection with the contemplated capital raise, the Company has prolonged its current credit facility to the end of 2025 and increased the amount from DKK 20 million to DKK 25 million. The Company has currently drawn DKK 15 million of the credit facility.

In the preparations for the contemplated Directed Share Issue, the Company’s Board of Directors has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential rights for the Company's existing shareholders. However, the Board of Directors considers that there are reasons to deviate from the shareholders’ preferential right and that it is in the objective best interest of both the Company and its shareholders to carry out the Directed Share Issue, considering that (i) the expeditious implementation of a directed issue would enable the acceleration of ongoing and future clinical studies, (ii) the Company has a desire to diversify and strengthen its shareholder base with Nordic and international professional and institutional investors in order to enhance the liquidity in the Company’s shares, (iii) a rights issue would take significantly longer to complete and would involve an increased risk of an adverse effect on the share price, especially considering the current market volatility and the challenging market conditions, and (iv) a directed share issue can be carried out at lower cost and with less complexity than a rights issue.

By determining the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the Board of Directors that the market value of the subscription price is ensured by correctly reflecting prevailing market conditions and investor demand.

Lock-up undertakings
Provided that the Directed Share Issue is completed, the Company will undertake, for a period of 90 calendar days after the delivery of shares to the investors in the Directed Share Issue, propose or take measures that involve an increase in the share capital, new share issues, and similar measures, with customary exceptions, for example in connection with an acquisition. Furthermore, all members of the Board of Directors and members of the Company’s management, including the CEO and CFO, will undertake, with customary exceptions, not to sell any shares in the Company for a period of 180 calendar days after the delivery of shares to the investors in the Directed Share Issue.

Advisors
SEB is Sole Global Coordinator and Bookrunner in connection with the Directed Share Issue. Mazanti-Andersen Advokatpartnerselskab is legal counsel to the Company and Advokatfirman Schjødt is legal counsel to SEB.

For more information contact:

FluoGuide A/S
Morten Albrechtsen, CEO
+45 24 25 62 66
ma@fluoguide.com

Ole Larsen, CFO
+45 40 84 28 37
ole@fluoguide.com

Certified adviser:
Svensk Kapitalmarknadsgranskning AB