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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONGKONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.
The Board of Directors of Vivesto AB ("Vivesto" or the ”Company") today announces the outcome of the rights issue resolved by the Board of Directors on 20 November 2025 and approved by the Extraordinary General Meeting on 22 December 2025 (the "Rights Issue"). The Rights Issue was subscribed to 100 percent and the Company will receive approximately SEK 53.8 million before issue costs. The Rights Issue was subscribed to approximately 62.1 percent with the support of subscription rights, to approximately 1.9 percent without the support of subscription rights and to approximately 36.0 percent through the exercise of guarantee undertakings from a number of external investors and existing shareholders, including the Company's largest shareholder, Arwidsro Investment AB, to which approximately 27.9 percent is allocated within the top guarantee.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on 22 January 2026. The final outcome shows that 333,868,547 shares, corresponding to approximately 62.1 percent of the Rights Issue, were subscribed for with the support of subscription rights. 10,263,260 shares, corresponding to approximately 1.9 percent of the Rights Issue, were subscribed for without the support of subscription rights. The remaining 193,911,648 shares, corresponding to approximately 36.0 percent of the Rights Issue, were subscribed for by the external investors and existing shareholders who had provided guarantee undertakings, of which approximately 27.9 percent were subscribed for by Arwidsro Investment AB within the top guarantee. The subscription price in the Rights Issue was SEK 0.10 per share, and the Company will receive approximately SEK 53.8 million before issue costs of approximately SEK 5.1 million, of which commission for guarantee undertakings amounts to approximately SEK 3.1 million (provided that all guarantors choose to receive guarantee compensation in cash).
Allotment of shares subscribed for without preferential rights
Allotment of shares subscribed for without preferential rights (i.e., without the support of subscription rights) in the Rights Issue is carried out in accordance with the principles set out in the information document which has been prepared in connection with the Rights Issue and published by the Company on 2 January 2026. Notification of allotment of shares subscribed for without the support of subscription rights will be sent through a settlement note to those who have been allotted such shares, and such shares must be paid in cash according to the instructions on the settlement note. Shareholders registered with a nominee will be notified of allotment in accordance with their respective nominee's procedures.
Guarantee commission
In connection with the Rights Issue, the Company received a guarantee undertaking of SEK 15 million from the Company's existing shareholder Arwidsro Investment AB through a so-called top guarantee. In addition, the Company received guarantee undertakings of SEK 24.0 million from an existing shareholder and a number of external investors through so-called bottom guarantees.
The commission for Arwidsro Investment AB’s guarantee undertaking amounts to 17 percent of the guaranteed amount in the form of newly issued shares in the Company. The other guarantors have the option to choose between a guarantee commission of 15 percent of the guaranteed amount in the form of newly issued shares or 13 percent of the guaranteed amount in cash. The subscription price for shares issued to the guarantors shall amount to SEK 0.10 per share, which corresponds to the subscription price per share in the Rights Issue. The guarantee commission and subscription price have been determined through arm’s length negotiations between the Company and the parties that have provided guarantee undertakings in connection with the entry into the guarantee agreements prior to the Board of Directors’ resolution to carry out the Rights Issue, which was made in consultation with the Company’s financial advisor Bergs Securities. The Board of Directors therefore considers that the terms have been determined in such a way as to ensure market fairness and that they reflect prevailing market conditions.
A resolution to issue new shares to the guarantors (the “Compensation Issue”) will be made by the Company’s Board of Directors based on the authorisation from the Extraordinary General Meeting on 22 December 2025. Information regarding a resolution to issue shares to the guarantors, including whether the guarantors who have provided bottom guarantees have chosen to receive commission in cash or in the form of shares, will be announced through a press release.
Number of shares, share capital and dilution
Through the Rights Issue, the number of shares in Vivesto will increase by 538,043,455 shares, from 538,043,455 shares to 1,076,086,910 shares. The share capital will increase by SEK 53,804,345.5, from SEK 53,804,345.5 to SEK 107,608,691, corresponding to a dilutive effect of 50 percent for shareholders who have chosen not to participate in the Rights Issue.
The Compensation Issue will, assuming that all guarantors choose to receive guarantee commission in the form of shares, result in the Company's share capital increasing by a further SEK 6,152,969.6 through a new issue of 61,529,696 shares, corresponding to a dilutive effect of approximately 5.4 percent (calculated based on the number of outstanding shares in the Company after the Rights Issue).
Trading in BTA
The last day of trading in paid subscribed shares (BTA) on Nasdaq Stockholm is expected to be on 6 February 2026. The new shares are expected to be admitted to trading on Nasdaq Stockholm around 12 February 2026.
Advisors
In connection with the Rights Issue, Vivesto has engaged Bergs Securities as financial advisor and Sole Bookrunner. TM & Partners is acting as legal advisor to the Company.
For more information:
Erik Kinnman, Chief Executive Officer, Vivesto
Phone: +46 018-50 54 40
E-mail: IR@vivesto.com
About Vivesto AB
Vivesto is a Swedish development company that aims to offer new treatment options for difficult-to-treat forms of cancer where there are significant medical needs and considerable market potential. The project portfolio consists of the cancer programmes Cantrixil and Docetaxel micellar, which are being developed for blood cancer and prostate cancer, respectively, as well as the veterinary oncology programme Paccal Vet (paclitaxel micellar), which is being evaluated in a clinical pilot study in dogs with hemangiosarcoma (HSA) in the spleen after splenectomy and in a dose-finding study in cats with solid tumours.
Vivesto's shares are traded on Nasdaq Stockholm (ticker: VIVE). Visit www.vivesto.com for more information about Vivesto.
Important information
The publication, release or distribution of this press release may be subject to restrictions under the laws of certain jurisdictions, and persons in jurisdictions where this press release has been published or distributed should inform themselves about and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer or invitation to acquire or subscribe for any securities in Vivesto in any jurisdiction, either from Vivesto or from any other party.
This press release is not a prospectus within the meaning 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") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company has prepared and published an information document in accordance with Annex IX of the Prospectus Regulation. Each investor is urged to make its own assessment of whether it is appropriate to invest in the Company.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is provided solely to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance is given as to the accuracy or completeness of the information in this press release.
This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without application of an exemption from registration, under the U.S. Securities Act of 1933 ("Securities Act"), as amended, and may not be offered or sold in the United States without registration, an exemption from registration, 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 offering of such securities in the United States. The information in this press release may not be published, distributed, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa or any other jurisdiction where such disclosure, publication or distribution of this information would be contrary to applicable rules or where such action is subject to legal restrictions or would require additional registration or other measures than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
In the United Kingdom, this document and other materials relating to the securities referred to herein are distributed and directed only to, and an investment or investment activity attributable to this document is only available to and will only be available to, "qualified investors" who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "professional investors" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("the Order"); or (ii) high net worth individuals referred to in Article 49(2)(a)-(d) of the Order (all such persons are collectively referred to as "relevant persons"). Any investment or investment action referred to in this announcement is available in the United Kingdom only to relevant persons and will only be engaged in with relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release, nor should they act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot guarantee that they will prove to be correct. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcomes may, for many different reasons, differ materially from those stated in the forward-looking statements. Such risks, un ncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, 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 contained herein are made only as of the date of this press release and are subject to change. Neither the Company nor any other person undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events or circumstances that occur with respect to the content of this press release, unless required by law or Nasdaq Stockholm's rules for issuers.