Bifogade filer
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO 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 DISTRIBUTION WOULD REQUIRE ADDITIONAL PROSPECTUS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE IS UNLAWFUL OR CANNOT BE MADE WITHOUT THE APPLICATION OF AN EXEMPTION FROM SUCH ACTION. REFER TO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of Immunovia AB (publ) (“Immunovia” or the “Company”), today announces the final outcome of the rights issue of shares of approximately SEK 100 million that was announced on 27 August 2025 (the “Rights Issue”). The subscription period ended on 21 October 2025. The final result of the Rights Issue shows that 293,632,417 shares, corresponding to approximately 87.9 percent of the Rights Issue, were subscribed for with and without exercise of subscription rights. Accordingly, 40,276,397 shares, corresponding to approximately 12.1 percent of the Rights Issue, will be allotted to the guarantors, whereby the Rights Issue is subscribed to in aggregate 100 percent. Immunovia will receive proceeds amounting to approximately SEK 100 million before deduction of costs attributable to the Rights Issue.
The outcome of the Rights Issue, in which the subscription period ended on 21 October 2025, shows that 261,942,106 shares, corresponding to approximately 78.4 percent of the Rights Issue, have been subscribed for by exercise of subscription rights. In addition, 31,690,311 shares have been subscribed for without exercise of subscription rights, corresponding to approximately 9.5 percent of the Rights Issue. 40,276,397 shares, corresponding to approximately 12.1 percent of the Rights Issue, have been allotted to the guarantors, whereby the Rights Issue is subscribed to in aggregate approximately 100 percent. Immunovia will receive proceeds of approximately SEK 100 million before issue costs and repayment of bridge loans from Fenja Capital I A/S, Buntel AB, Fredrik Lundgren and Wilhelm Risberg. After repayment, raised bridge loans are settled in full.
The Company intends to use the net proceeds from the Rights Issue, after repayment of the bridge loan, to finance the commercial launch of PancreaSure during the second half of 2025 and additional studies supporting reimbursement in the U.S.
Immunovias’ CEO Jeff Borcherding comments:
“We are thrilled to announce a successful outcome of our rights issue. This strong support from our shareholders is a clear vote of confidence in Immunovia’s transformation and future. I want to extend my sincere thanks to everyone who participated. Your commitment enables us to accelerate the launch of our PancreaSure test and continue our mission to revolutionize early detection of pancreatic cancer.
In the weeks since our targeted commercial launch, we’ve made significant strides, initiating testing at multiple top high-risk surveillance centers throughout the U.S. Together with our shareholders, we are now entering a new defining chapter for our Company. Funds raised through the rights issue will fuel our commercial growth and fund additional clinical studies to support reimbursement. We are excited about the future of Immunovia.”
As confirmation of allotment of new shares subscribed for without subscription rights, a contract note will be distributed on or about 24 October 2025. Subscribed and allotted new shares must be paid in cash in accordance with the instructions in the contract note. In connection with the Rights Issue the Company has prepared an information document (the “Information Document”) in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). The allotment of new shares subscribed for without preferential rights has been carried out in accordance with the allotment principles set out in the Information Document published on 3 October 2025. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.
Change in share capital and number of shares
Following the Rights Issue, the number of shares in Immunovia will increase by 333,908,814 shares, from 306,083,080 shares to 639,991,894 shares. The share capital will increase by SEK 10,017,264.42 from SEK 9,182,492.40 to SEK 19,199,756.82. This corresponds to a dilution effect of approximately 52.2 percent of the total number of shares in the Company after the Rights Issue.
In connection with the Rights Issue a number of external investors have undertaken to guarantee the Rights Issue. The guarantee commitments are comprised partly of so-called bottom guarantee commitments of approximately SEK 79 million which corresponds to the range from SEK 1 million to SEK 80 million in the Rights Issue, and partly of so-called top guarantee commitments of approximately SEK 20 million, which corresponds to the range from SEK 80 million to SEK 100 million in the Rights Issue. The top and bottom guarantee commitments have been entered into with the same guarantors. Guarantee compensation for the bottom guarantee commitments is paid with 11 per cent of the guaranteed amount in cash, corresponding to a total of approximately SEK 8.7 million, or 13 per cent of the guaranteed amount in shares, where the subscription price for such shares shall correspond to the subscription price per share in the Rights Issue. Guarantee compensation for the top guarantee commitments is paid with 12 per cent of the guaranteed amount in cash, corresponding to a total of approximately SEK 2.4 million, or 14 per cent of the guaranteed amount in shares, where the subscription price for such shares shall correspond to the subscription price per share in the Rights Issue. If all guarantors would choose to receive guarantee compensation in shares, a maximum of 43,566,666 shares in total would be issued as guarantee compensation. The guarantors will inform whether they want to receive their compensation in cash or in shares no later than 28 October 2025.
The issue of shares as compensation to the guarantors is, if applicable, intended to be resolved upon by the Company's Board of Directors based on the authorization granted by the Extraordinary General Meeting on 29 September 2025. Information about the issue resolution will, if applicable, be announced through a separate press release.
Trading in BTA
Trading in paid subscribed shares (“BTA”) will be subject to trading on Nasdaq Stockholm until the Rights Issue has been registered with the Swedish Companies Registration Office (the “SCRO”) and BTAs have been converted into shares. The last day of trading with BTAs is expected to occur on or about 10 November 2025.
The shares subscribed for with, and without, exercise of subscription rights are expected to be registered with the SCRO on or about 5 November 2025 and the first day of trading for the shares on Nasdaq Stockholm are expected on or about 14 November 2025.
Advisors
Vator Securities AB acts as financial adviser to Immunovia in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal adviser to Immunovia in connection with the Rights Issue. Vator Securities AB acts as the issuing agent in connection with the Rights Issue.
For further information, please contact:
Jeff Borcherding, CEO
+1 513 403 9880
jeff.borcherding@immunovia.com
This information was submitted for publication, through the agency of the contact person set out above, at 23 October 2025 at 16:00 CEST.
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer. Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world's largest market for detection of pancreatic cancer. The Company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing.
Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm.
For more information, please visit www.immunovia.com.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal 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 securities in Immunovia in any jurisdiction, neither from Immunovia nor from someone else.
This press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. No prospectus has been prepared in connection with the Rights Issue. The Company has prepared an information document in the form provided for in Annex IX of the Prospectus Regulation. The Information Document is available on the Company’s website, www.immunovia.com. The Swedish Financial Supervisory Authority, which is the national competent authority, has not approved nor reviewed the Information Document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
This press release 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 Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Vator Securities are acting for Immunovia in connection with the Rights Issue and no one else and will not be responsible to anyone other than Immunovia for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Vator Securities are not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public Rights Issue of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the USA, Australia, Belarus, Canada, Hong Kong, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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" 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.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm’s rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
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.
Foreign direct investments
As Immunovia is deemed to carry out activities worthy of protection in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require examination by the Inspectorate for Strategic Products. More information about this can be found on the Company's website, www.immunovia.com.