IRLAB’s rights issue was oversubscribed and the company resolves on allotment in the overallotment issue
IRLAB’s rights issue was oversubscribed and the company resolves on allotment in the overallotment issue
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IRLAB Therapeutics AB’s (“IRLAB” or the “Company”) announces today, 29 July 2026, the outcome of the rights issue of ordinary shares of series A up to approximately SEK 68 million (the "Rights Issue"), which the Board of Directors resolved on 5 May 2026 and was approved by the Extraordinary General Meeting on 5 June 2026. The Company has received the outcome of the Rights Issue which concludes that 33,146,520 ordinary shares of series A, corresponding to approximately 58.5 percent of the Rights Issue, have been subscribed for with the support of subscription rights. Additionally, applications for subscription of 30,627,381 ordinary shares of series A, corresponding to approximately 54.1 percent of the Rights Issue, have been received for subscription of shares without the support of subscription rights. In aggregate, the subscriptions with the support of subscription rights and the applications for subscription without the support of subscription rights correspond to approximately 112.6 percent of the Rights Issue, and the Rights Issue has thereby been oversubscribed. The Rights Issue will provide the Company with proceeds of approximately SEK 68 million before deduction of costs related to the Rights Issue. As a result of the Rights Issue being oversubscribed, 7,148,555 ordinary shares of series A have been issued and allotted in the overallotment issue of ordinary shares of series A (the "Overallotment Issue"), which the Board of Directors resolved on 5 May 2026 and was approved at the Extraordinary General Meeting on 5 June 2026. The Overallotment Issue will provide the Company with additional proceeds of approximately SEK 8.6 million before deduction of issue costs, meaning that IRLAB will receive a total of SEK 76.5 million through the Rights Issue and the Overallotment Issue, before deduction of issue costs.
On 5 May 2026, IRLAB announced that the Board of Directors of the Company had resolved on the Rights Issue and the Overallotment Issue, conditional upon subsequent approval from an Extraordinary General Meeting and amendment of the articles of association. The Extraordinary General Meeting on 5 June 2026 approved the Rights Issue and the Overallotment Issue and resolved on an amendment of the articles of association. The subscription price in the Rights Issue and the Overallotment Issue was SEK 1.20 per ordinary share of series A.
“We thank our existing shareholders for their continued strong support and take the opportunity to welcome new investors to IRLAB. The strong support for the rights issue has resulted in an oversubscription and confirms confidence in IRLAB's strategy and future potential. With a strengthened financial position, we improve our prospects of success in the ongoing partnership discussions, where the goal is to enter into at least one commercial agreement during the year. At the same time, we create room to further increase the attractiveness of our drug projects, including IRL1117, and to reduce our debt financing. The capital contribution means that we can fund operations beyond the readout of the Phase Ib study of IRL757 in 2027, a critical milestone in the development of this first-in-class candidate for apathy." says Kristina Torfgård, CEO of IRLAB.
Outcome of the Rights Issue
The Rights Issue comprised a maximum of 56,625,346 ordinary shares of series A, of which 33,146,520 ordinary shares of series A, corresponding to approximately 58.5 percent of the Rights Issue, have been subscribed for with the support of subscription rights. Additionally, applications for subscription of 30,627,381 ordinary shares of series A without the support of subscription rights have been received, corresponding to approximately 54.1 percent of the Rights Issue. Consequently, the Rights Issue is subscribed to approximately 112.6 percent with and without the support of subscription rights, and the Rights Issue has thereby been oversubscribed. The Rights Issue will provide the Company with proceeds of approximately SEK 68 million before deduction of costs related to the Rights Issue.
Outcome of the Overallotment Issue
The right to subscribe in the Overallotment Issue was held by those who had entered into subscription undertakings for subscription without pre-emption rights in the Rights Issue to the extent they did not receive allotment in the Rights Issue corresponding to their undertakings. As a result of the Rights Issue being oversubscribed, 7,148,555 ordinary shares of series A have been issued and allotted in the Overallotment Issue. The Overallotment Issue will provide the Company with additional proceeds of approximately SEK 8.6 million before deduction of costs related to the Overallotment Issue.
Notice of allotment
Those who have subscribed for ordinary shares of series A without the support of subscription rights will be allotted shares in accordance with the principles set out in the information document published by the Company on 5 June 2026. Notice of allotment to the persons who subscribed for ordinary shares of series A without the support of subscription rights is expected to be distributed on 30 June 2026. Subscribed and allotted ordinary shares of series A shall be paid in cash in accordance with the instructions on the settlement note. Subscribers who have subscribed through a nominee will receive notification of allotment in accordance with their respective nominee's procedures. Only those who have been allotted ordinary shares of series A will be notified.
Paid subscribed shares (BTA)
As soon as the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place around week 28, 2026, paid subscribed shares ("BTA") will be converted into ordinary shares of series A without any special instructions from Euroclear Sweden AB. Trading in BTA will continue on Nasdaq Stockholm until then.
Number of shares and share capital
Through the Rights Issue, the number of shares in IRLAB will increase by 56,625,346 ordinary shares of series A, from 84,938,020 shares to 141,563,366 shares, which means that the number of ordinary shares of series A after the Rights Issue will amount to 141,483,590 and the number of ordinary shares of series B will continue to amount to 79,776. The Company’s share capital will through the Rights Issue increase by SEK 1,132,506.92, from SEK 1,698,760.40 to SEK 2,831,267.32. For existing shareholders who do not participate in the Rights Issue, this entails a dilution effect of approximately 40.0 percent.
Through the Overallotment Issue, the number of shares in IRLAB will increase by a further 7,148,555 ordinary shares of series A to 148,711,921, which means that the number of ordinary shares of series A after the Rights Issue and the Overallotment Issue will amount to 148,632,145 and the number of ordinary shares of series B will continue to amount to 79,776. The Company's share capital will through the Overallotment Issue increase by a further 142,971.10 SEK, to 2,974,238.42 SEK. The Overallotment Issue entails a further dilution of approximately 4.8 percent, calculated on the total number of shares and votes in the Company after the Rights Issue and the Over-allotment Issue.
Advisers
MAQS Advokatbyrå AB is legal advisor and Zonda Partners AB acts as financial advisor to the Company in connection with the Rights Issue. Aqurat Fondkommission AB is issuing agent in connection with the Rights Issue.