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Cereno Scientific Carries Out Directed Share Issue of SEK 60 Million at a Premium to the Latest Closing Price – Strengthens Position Ahead of Upcoming Value-Creating Phase
Cereno Scientific (Nasdaq First North: CRNO B) (the “Company”), an innovative biotech pioneering treatments to enhance and extend life for people with rare cardiovascular and pulmonary diseases, announces today that the Board of Directors has resolved on a directed share issue of SEK 60 million before issue costs (the “Directed Issue”). The Directed Issue has been directed to existing shareholders and a new investor and is carried out at a subscription price corresponding to a premium of approximately 4.08 percent compared with the latest closing price. Despite significant investor interest, the Company chose to limit the capital raise to SEK 60 million — a level that the Board of Directors believes provides Cereno Scientific with the financial strength and negotiating position required to advance ongoing partnering processes from a materially stronger position. The capital strengthens the Company’s negotiating position, secures continued strong momentum in its clinical and regulatory priorities, and increases the Company’s ability to translate external interest in its development programs into tangible value-creating opportunities for shareholders.
Background and Rationale for the Directed Issue
Cereno Scientific is entering a new and value-triggering clinical execution phase, with two HDAC inhibitor programs advancing toward Phase IIb development in rare cardiopulmonary diseases with significant unmet medical need. The Company’s lead candidate CS1 is being developed as an oral, once-daily treatment for pulmonary arterial hypertension (PAH), with a favorable safety and tolerability profile and disease-modifying potential. A Phase IIb trial is planned to be initiated in the near term.
The Company’s next-generation HDAC inhibitor CS014 is in development for pulmonary hypertension associated with interstitial lung disease (PH-ILD). A Phase I pharmacokinetic bridging study is ongoing, with topline results anticipated in the near term, that is expected to support continued development in a Phase IIb trial. The preclinical drug candidate CS585 is being prepared for preclinical disease model studies in antiphospholipid syndrome (APS), a rare autoimmune disease associated with recurrent blood clots and serious cardiovascular complications.
Over the past year, Cereno Scientific has achieved several significant milestones across its pipeline while strengthening its clinical and regulatory position. In parallel, the Company’s business development and partnering activities have intensified. The Company has active and constructive dialogues with several external parties. Following the BIO International Convention in San Diego, which took place on June 22–25, where the Company held many meetings with both parties the Company had met on previous occasions and new potential partners, Cereno Scientific assesses that interest in the Company and its pipeline is very strong. The Directed Issue is carried out to reinforce this position and provide the Company with greater strength in the next value-creating phase. By securing capital now, Cereno Scientific can drive its business development and partnering processes from a stronger negotiating position, maintain a high pace in its clinical and regulatory priorities, and at the same time evaluate strategic alternatives with a clear focus on creating the greatest possible value for shareholders. The financing also strengthens the Company’s ability, in ongoing dialogues, to prioritize maximum value, structure and long-term outcome, and to act on the right opportunities on the right terms.
”We are very pleased with the strong interest we have received in connection with the Directed Issue and would like to extend our sincere thanks to both existing and new shareholders for their strong confidence. Despite significant interest, we chose to carry out a relatively limited capital raise, as it provides us with the flexibility we need to continue driving our ongoing partnering processes forward with increased strength, pace and negotiating power,” said Sten R. Sörensen, CEO and Board member of Cereno Scientific.
“We have active and constructive dialogues with several external parties. We have also just returned from the BIO International Convention in San Diego, where we held a large number of meetings with both parties that we have met several times before and new potential partners. Interest in Cereno Scientific and our pipeline has never been stronger, and our absolute focus is now to translate this momentum into tangible value-creating deals for the Company and our shareholders. As I have previously communicated, I believe that Cereno Scientific continues to move closer to a significant value-creating step. This financing strengthens our position in that work and gives us the conditions to drive the processes forward with strength, discipline and a clear shareholder focus,” continues Sten R. Sörensen.
“The Board views this directed issue as a proactive step that strengthens Cereno Scientific ahead of a decisive phase. The transaction is carried out at a premium to the latest closing price and with limited dilution, which we view as a clear expression of investors’ confidence in the Company’s position and potential. Through the financing, the Company’s ability to act with pace, discipline and strength in ongoing processes increases, while we can continue to prioritize capital where it has the greatest potential to create shareholder value. The capital strengthens our starting point in both clinical execution and business development and gives the Company better conditions to drive strategic discussions on terms that reflect the significant potential of the development programs. We appreciate the continued support from existing shareholders and welcome a new investor, while remaining fully focused on disciplined capital allocation and value creation,” says Jeppe Øvlesen, Chairman of the Board of Cereno Scientific.
The Directed Issue
The Board of Directors of Cereno Scientific has, by virtue of the authorization from the Annual General Meeting, resolved on the Directed Issue. The Directed Issue consists of 11,764,705 new B-shares with a total consideration of approximately SEK 60 million, before deduction of issue costs. The Directed Issue was subscribed by certain existing shareholders, including Jan Butt, David Palm, Joakim Söderström (former Chairman of the Board of the Company) and Ringsökalven Förvaltning AB, as well as a number of additional existing shareholders and Fredrik Adolfsson as a new investor.
The B-shares are issued at a subscription price of SEK 5.10 per share, corresponding to a premium of approximately 4.08 percent in relation to the closing price of the Company’s B-shares on June 29, 2026, and a discount of approximately 3.85 per cent in relation to the volume-weighted average price (VWAP) of the Company’s B-shares during the last thirty (30) trading days, including June 29, 2026. The subscription price has been negotiated at arm’s length. In light of this, it is the Board of Directors’ assessment that the subscription price in the Directed Issue reflects the prevailing market conditions and investor demand and thus should be considered to be at market terms.
Deviation from the Shareholders’ Preferential Rights
The Board of Directors of Cereno Scientific has, together with financial advisors, evaluated various alternative financing alternatives for the Company. Following an overall assessment, the Board’s conclusion is that the Directed Issue is the most advantageous alternative for the Company and its shareholders at this stage.
The assessment is based in particular on the fact that the Directed Issue:
- can be carried out quickly and with low execution risk at a stage where timing is of strategic importance to the Company,
- provides SEK 60 million before issue costs with limited dilution for existing shareholders,
- is carried out at a subscription price corresponding to a premium to the latest closing price, which the Board considers to be a clear sign of strength and an expression of investor confidence,
- strengthens the Company’s financial flexibility and negotiating position in ongoing partnering and business development processes,
- enables continued strong momentum in prioritized clinical and regulatory activities, and
- is deemed to be a capital-efficient way to provide the Company with capital at lower transaction costs than alternative forms of financing.
In light of the foregoing, the Board considers that the reasons for deviating from the shareholders’ preferential rights outweigh the reasons for applying the general principle of preferential rights. The Board further considers that the Directed Issue is a well-balanced, capital-efficient and value-creating way for the Company to raise capital at the current stage.
Shares, Share Capital, and Dilution
Through the shares issued in the Directed Issue, the total number of shares in Cereno Scientific will increase by 11,764,705 B-shares, from 312,087,324 shares to 323,852,029 shares, of which 722,248 A-shares and 323,129,781 B-shares. The share capital will increase by SEK 1,176,470.50, from SEK 31,208,732.40 to SEK 32,385,202.90. The shares issued in the Directed Issue entail a dilution effect of approximately 3.63 per cent in relation to the number of shares and approximately 3.56 per cent in relation to the number of votes in the Company.
The new B-shares will be registered with the Swedish Companies Registration Office and be listed on Nasdaq First North Growth Market.
Advisers
MAQS Advokatbyrå has been the legal adviser to the Company in connection with the Directed Issue.