Summary
·       The Board of Directors in Medivir has today resolved, subject to the approval by the EGM, to carry out the Rights Issue. The EGM is proposed to approve the Board of Directors’ resolution on the Rights Issue. The EGM is set to be held on 10 November 2025 and the notice will be announced through a separate press release. The Rights Issue could be increased with up to SEK 20 million through the Over-allotment Issue, to accommodate the interest from external investor Hallberg Management AB (“Hallberg”), who will be investing directly or indirectly through its endowment insurance. The Rights Issue is conditional on that the EGM resolves to reduce the Company’s share capital and adopt new articles of association in accordance with the Board of Director’s proposal in the notice to the EGM.
·       The net proceeds from the Rights Issue is primarily intended to finance a randomized, controlled 2-arm study with 30-50 patients in each arm, with the intention to show that the Company’s drug candidate Fostrox in combination with lenvatinib is superior to lenvatinib alone (42 percent), to repay the loan facility entered into with Linc AB in October 2024 (25 percent), and (iii) for general corporate purposes and extension of the Company’s cash runway to end of 2027 (33 percent).
·       The Rights Issue is secured to approximately SEK 45.9 million, corresponding to approximately 30.3  percent, by subscription undertakings from existing and new shareholders, including Linc AB and Hallberg, as well as members of Company’s board and management including Chairman of the Board Uli Hacksell and CEO Jens Lindberg. The commitment from Hallberg to subscribe for shares without preferential right amounts to SEK 20 million in the Rights Issue. Should Hallberg not receive full allocation in the Rights Issue based on this commitment, it shall receive sufficient allocation in the Over-allotment Issue to ensure that it receives full allocation. Furthermore, the Company has entered into agreements on guarantee commitments from, among others Linc AB, Hallberg of approximately SEK 105.6 million, corresponding to approximately 69.7 percent of the Rights Issue. The Rights Issue is thus, through subscription undertakings, and guarantee commitments, fully secured.
·       Shareholders of ordinary shares in Medivir have the preferential rights to subscribe for three (3) new shares per every one existing share, i.e. a subscription ratio of 3:1.
·       The subscription price is SEK 0.45 per share, corresponding to a discount of approximately 35.7 percent, compared to the theoretical ex-rights price (TERP) based on the closing price of Medivir’s share on Nasdaq Stockholm on 7 October 2025, the last trading day before announcement of the Rights Issue.
·       Upon full subscription of the Rights Issue, Medivir will receive approximately SEK 151 million before deductions of costs related to the Rights Issue.
·       The subscription period in the Rights Issue is expected to run from 17 November 2025, up to and including 2 December 2025.
·       Existing shareholders, representing approximately 17 percent of the total votes in the Company, have undertaken to vote in favor of the approval of the Board of Director’s resolution to carry out the Rights Issue at the EGM.
·       The Board of Directors proposes that the EGM resolves to authorize the Board of Directors to resolve on the Over-allotment Issue. The Over-Allotment Issue ensures full allotment to the investor who has entered into a subscription commitment without preferential rights and without compensation in the Rights Issue.
·       No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the “Information Document”) in accordance with Article 1.4 (d b) 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”).

Medivir’s CEO Jens Lindberg comments: “We strongly believe in the efficacy of fostrox in a randomized, controlled trial and following discussions with investors and external experts, have concluded that a smaller, more focused study represents the most timely and efficent path forward. The contemplated Rights Issue will enable us to finance a randomized 2-arm study with 30-50 patients in each arm, designed to show that fostrox in combination with lenvatinib is superior to lenvatinib alone, while significantly reducing our overhead costs through collaboration with an experienced external investigator-led group. I would like to thank our shareholders for their continued support and commitment as we take this important next step in the clinical development of fostrox.”
 
Background and motive
 Medivir is a pharmaceutical company focusing on the development of innovative treatments for cancer in areas of high unmet medical need. The Company’s lead asset, fostroxacitabine bralpamide (fostrox), is developed as an orally administered prodrug against hepatocellular carcinoma (HCC), the most common form of liver cancer, and the fifth most common cancer type worldwide. Fostrox received orphan drug designation by the FDA and EMA, and is under investigation for the treatment of second-line HCC.  A phase Ib/IIa study evaluating fostrox in combination with lenvatinib was closed on November 26th, 2024 and remaining patients transferred to compassionate use. Final efficacy data from the study was presented in Q1 2025 and showed encouraging signals of clinical benefit, with patients remaining longer on treatment than expected and a continued favorable safety and tolerability profile. Medivir has held numerous discussions with experts and partners regarding a pivotal randomized phase IIb study. The Board of Directors has concluded that the most timely and efficient path in order to demonstrate the efficacy of fostrox in a randomized, controlled trial is to finance a smaller randomized 2-arm study. Medivir has therefore decided to pursue a smaller capital raise that will enable the Company to finance a randomized 2-arm study with 30-50 patients in each arm, designed to show that fostrox in combination with lenvatinib is superior to lenvatinib alone. To reach such data within the contemplated financing, the Company intends to reduce its yearly overhead costs from approximately SEK 45 million to SEK 26 million. This reduction is made possible as the study will be conducted as an investigator-led trial by an experienced external collaborative group. As part of the cost reduction measures, the Company intends to review and adapt its current organizational structure. The Company is therefore currently contemplating a rights issue of new shares to raise up to approximately SEK 151 million. About SEK 25.8 million, corresponding to 17.0 percent of the rights issue, is expected to be secured through subscription commitments from existing shareholders, and Linc has committed to guarantee an additional SEK 15 million.

Use of proceeds
Upon full subscription in the Rights Issue, the Company will receive approximately SEK 151 million before deduction of costs attributable to the Rights Issue. The Company has received subscription undertakings, and guarantee commitments for 100.0 percent of the Rights Issue. Thus, the transaction is fully guaranteed, and the Company will receive at least SEK 151 million in gross proceeds from the Rights Issue, before deductions of costs attributable to the Rights Issue, that will be used for the following purposes, listed in order of priority below (approximate share of the net proceeds stated in parentheses).

(i)         Financing a randomized controlled 2-arm study with 30-50 patients in each arm to show that fostrox in combination with lenvatinib is superior to lenvatinib alone (approximately 42 percent)
(ii)         To repay the loan facility entered into with Linc AB in October 2024 (25 percent)
  (iii)        General corporate purposes and extension of the Company’s cash runway to year end 2027 (approximately 33 percent).

Terms of the Rights Issue
Shareholders of ordinary shares who are registered in the share register in Medivir on the record date of the Rights Issue, i.e. 13 November 2025, will receive three (3) subscription rights for each ordinary share held in the Company. The subscription rights entitle the holder to subscribe for new ordinary shares with preferential rights, whereby one (1) subscription right entitles the shareholder to subscribe for one (1) new ordinary share. In addition, investors are offered the possibility to subscribe for shares without subscription rights.

The subscription price is SEK 0.45 per new share, corresponding to a discount of approximately 35.7 percent to the theoretical ex-rights price (TERP), based on the closing price of Medivir’s share on Nasdaq Stockholm on 7 October, the last trading day before announcement of the Rights Issue.

The board of directors of the Company shall resolve on allotment of shares in accordance with the following order: (i) firstly allocation shall be made to those who have subscribed for ordinary shares with subscription rights, regardless of whether they were shareholders on the record date or not; (ii) secondly allocation shall be made to those who have subscribed for ordinary shares without the support of subscription rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of ordinary shares that the subscriber has applied to subscribe for, and (iii) finally, in case the rights issue is not subscribed up to the underwritten amount, the guarantors that have entered into guarantee commitments shall subscribe for the outstanding number of ordinary shares, up to the underwritten amount and up to each guarantor's respective committed amount, and in the event that allotment to such guarantors cannot be made in full in relation to their respective committed amount, allotment of ordinary shares shall be made pro rata in relation to each guarantor's respective committed amount. To the extent that allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.

The Rights Issue is conditional on whether the EGM resolves to reduce the Company’s share capital and adopt new articles of association in accordance with the Board of Directors’ proposals in the notice to the EGM.

Provided that the Rights Issue is fully subscribed, the number of shares in Medivir will increase by a maximum of 336,503,415 ordinary shares, from 112,167,805 ordinary shares and 2,450,163 Class C shares to a maximum of 451,121,383 shares, of which 448,671,220 are ordinary shares and 2,450,163 are Class C shares.

The share capital will increase by a maximum of SEK 50,475,512.25, taking into account the proposed reduction of the share capital and the new quota value of SEK 0.15. If the Rights Issue is fully subscribed, the new share capital of the Company will be SEK 67,668,207.45. Shareholders who choose not to participate in the Rights Issue will have their ownership diluted by up to 74.6 percent through the Rights Issue (based on the total maximum outstanding shares after the Rights Issue). These shareholders have the opportunity to compensate themselves financially for the dilution effect by selling their subscription rights received.

Full terms of the Rights Issue and information about the Company will be presented in the Information Document which is expected to be published on the Company's website on or around 14 November 2025.

Over-allotment Issue
The Board of Directors proposes that the EGM resolves to authorize the Board of Directors to resolve on the Over-allotment Issue. This authorization may only be exercised if the Rights Issue is fully subscribed and the Overallotment Issue may amount to a maximum of SEK 20 million.
 
In addition to its guarantee undertaking, Hallberg has undertaken to subscribe for shares without preferential rights in the Rights Issue corresponding to a total amount of SEK 20 million. No compensation is paid for the subscription commitment (the "Subscription Commitment"). A prerequisite for the Subscription Commitment is that full allotment for the Subscription Commitment also takes place in the event that the Rights Issue is fully subscribed. Under the terms of the Subscription Commitment, the Board of Directors shall therefore resolve on the Over-allotment Issue if the Rights Issue is fully subscribed, provided that the EGM authorizes the Board of Directors to resolve on the Over-allotment Issue. Furthermore, the terms and conditions of the Over-allotment Issue shall be the same as in the Rights Issue. The subscription price in the Over-allotment Issue will thus correspond to the subscription price in the Rights Issue. Any additional capital raised in an Over-allotment Issue will be used towards enabling inclusion of more patients and/or activation of additional sites.
 
The Board of Directors intends to make a resolution under this authorization if the Rights Issue is subscribed to such an extent that Hallberg is not allocated its full commitment of SEK 20 million in the Rights Issue. Hallberg subscription in the Over-allotment Issue will thus be determined by the difference between its total commitment of SEK 20 million and its actual allotment in the Rights Issue.
 
The purpose of the Over-allotment Issue and the reason for the deviation from the shareholders' preferential rights is as follows. The Over-allotment Issue ensures full allotment to the investor who has entered into a subscription commitment without preferential rights and without compensation in the Rights Issue. The Board of Directors sees the possibility of obtaining additional financing as an attractive opportunity to raise capital and has made an overall assessment and carefully examined the possibility of raising additional capital without deviating from the shareholders' preferential rights. In doing so, the Board of Director’s notes the challenging times for biotech companies to raise capital. Furthermore, if the Rights Issue is fully subscribed, a potential Over-allotment Issue will allow the Company to benefit from the work done and the investor interest that could not be met in connection with the Rights Issue. Through the Over-allotment Issue, the company can thus take advantage of the opportunity to strengthen the company's shareholder base and provide the company with additional capital in a timely and cost-effective manner. The Board of Directors further notes that the Subscription Commitment has formed the basis for the underwriting syndicate for the Rights Issue and assesses that the Subscription Commitment has been decisive for the Company's ability to procure an underwriting syndicate on the terms now agreed and thus for the Company's ability to successfully carry out the Rights Issue.
 
The terms of the subscription commitment have been negotiated between the Company and Hallberg at arm's length and taking into account the prevailing market conditions and other investor dialogues. The Board of Directors' assessment is that the terms of the subscription commitment and the Over-Allotment Issue reflect the actual investor interest shown for the company in the investor dialogues that preceded the Rights Issue. The subscription commitment from Hallberg has also meant that the Company's costs for guarantee commitments have been reduced, which means that the Company can utilize a larger part of the proceeds from the Rights Issue.
 
Upon an overall assessment and after careful consideration, the Board of Directors considers it justified and in the interest of the Company and the shareholders to deviate from the main rule on the shareholders' preferential rights and that the terms and conditions for a potential Over-allotment Issue including the subscription price under this authorization are in line with market conditions.
 
EGM
The EGM is proposed to approve the Board of Directors’ resolution on the Rights Issue and to authorise the Board of Director’s to resolve on the Over-Allotment Issue. The EGM is set to be held on 10 November 2025. Existing shareholders, representing approximately 17 percent of the total votes in the Company, have undertaken to vote in favor of the authorization at the EGM.
 
The Board of Directors proposes that the EGM resolves on a reduction of the Company’s share capital with SEK 40,116,288.80 in order to reduce the quota value of the shares to SEK 0.15 and to ensure that the Company’s share capital is at an appropriate and reasonable level after the Rights Issue.
 
As a cost-reducing measure, Linc AB, the Company’s largest shareholder, has proposed that the EGM resolves to reduce the number of board members in the Company, from six ordinary board members to three ordinary board members. Linc has proposed that Uli Hacksell, Anna Törner and Angelica Loskog are elected as board members until the next annual general meeting. It is proposed that Uli Hacksell be re-elected as chairman of the board. Linc has further proposed to reduce the board remuneration to SEK 450,000 (690,000) for the chairman and 185,000 (260,000) for each of the other board members.
 
The notice for the EGM will be published through a separate press release and will be available on the Company's website, www.medivir.com.
 
Subscription undertakings and guarantee commitments
Existing shareholder Linc AB, among others, has undertaken to subscribe for its pro-rata share of the Rights Issue. In addition, Hallberg, among others, have undertaken to apply for subscription of shares without preferential rights, corresponding to approximately 13.2 percent of the Rights Issue. Also, members of the Company’s Board of Directors and management, including CEO Jens Lindberg, and Chairman of the Board Uli Hacksell have undertaken to subscribe for shares representing approximately 1.1 percent of the Rights Issue corresponding to approximately SEK 1.7 million. In total, these subscription undertakings represent approximately 30.3 percent of the Rights Issue corresponding to approximately SEK 45.9 million.
 
A number of investors, including Linc AB, have undertaken to guarantee approximately 69.7 percent of the Rights Issue, corresponding to approximately SEK 105.6 million, at an underwriting commission of ten (10) percent of the guaranteed amount in cash.
 
The Company has received subscription undertakings, intentions and guarantee commitments up to 100.0 percent of the Rights Issue, corresponding to SEK 151 million.
 
More information regarding the parties that have entered into subscription and guarantee undertakings will be included in the Information Document which is expected to be published on or around 14 November 2025.
 
Lock-up undertakings
Prior to the announcement of the Rights Issue, members of the Board of Directors and shareholding members of senior management of the Company have entered into lock-up undertakings, which, among other things and with customary exceptions, mean that they have undertaken not to sell shares in the Company. The lock-up undertakings expire on the day that falls 180 days after the announcement date of the outcome in the Rights Issue.
 
Furthermore, the Company has undertaken towards DNB Carnegie Investment Bank AB and Zonda Partners AB, subject to customary exceptions, not to issue additional shares or other share-related instruments for a period of 90 days after the end of the subscription period.

Preliminary time table of the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted.

 Advisors
DNB Carnegie Investment Bank AB (publ) and Zonda Partners have been appointed as Joint Bookrunners. Advokatfirman Lindahl KB is acting as legal adviser to the Company. DNB Carnegie Investment Bank AB (publ) acts as issuing agent in connection with the Rights Issue.