ExpreS2ion announces final outcome of its rights issue
Bent U. Frandsen, CEO of ExpreS2ion says:
“Thanks to the support of our investors, we are pleased to announce the outcome of the rights issue. With the funds raised and the connected TO 8 warrant subscription in September 2023, we are now targeting a filing of the clinical trial application for the HER2 breast cancer vaccine in the beginning of 2024, a critical milestone in advancing our research and development efforts. In addition, we will invest in internal technological development, including those related to our cytomegalovirus and mucosal influenza vaccine projects, and actively seek out new, promising candidates for our pipeline. We appreciate the trust our investors have placed in us and remain dedicated to delivering results that meet or exceed expectations.”
The subscription period in the Rights Issue ran from 29 March 2023 to 12 April 2023. The final outcome of the Rights Issue shows that 9,824,575 Units were subscribed for by exercise of unit rights, which corresponds to approximately 47.0 percent of the Rights Issue. In addition, the Company has received applications to subscribe for 1,290,823 Units without exercise of unit rights, which corresponds to approximately 6.2 percent of the Rights Issue. Thus, a total of 11,115,398 Units have been subscribed for in the Rights Issue, which corresponds to approximately 53.2 percent. No issue guarantees will thus need to be used. Through the Rights Issue, the Company will initially receive proceeds of approximately SEK 54.5 million before deduction of costs. If all warrants of series TO 8 issued in the Rights Issue are exercised for the subscription of shares at an exercise price corresponding to the subscription price in the Rights Issue, the Company will receive additional proceeds of approximately SEK 54.5 million before deduction of issue costs.
Notice of allotment
Those who have subscribed for Units without exercise of unit rights will be allotted Units in accordance with the principles for allotment set out in the prospectus which has been prepared for purposes of the Rights Issue. Notice of potential allotment of Units subscribed for without exercise of unit rights will be provided through the distribution of a settlement note. Payment shall be made no later than three (3) banking days following issuance of the settlement note. Those who have not been allotted Units will not receive any notification. If payment is not made at the right time, the Units may be transferred to another party. Those who subscribe for Units without preferential rights through its nominee will receive notice of allotment in accordance with the nominee's procedures.
Change of share capital and number of shares as well as dilution
Through the Rights Issue, the number of shares in ExpreS2ion will increase by a maximum of 11,115,398 shares, from 37,606,796 shares to 48,722,194 shares and the share capital will increase by a maximum of SEK 1,235,044.224463, from SEK 4,178,532.896470 to SEK 5,413,577.120933. This means that existing shareholders who have chosen not to participate in the Rights Issue will experience a dilution corresponding to approximately 22.8 percent of the total number of shares and votes in the Company following the Rights Issue.
If all warrants of series TO 8 are fully exercised, the Company's share capital will increase by an additional SEK 1,235,044.224463 to a total of SEK 6,648,621.345396. The number of shares in the Company will increase by an additional 11,115,398 shares to a total of 59,837,592. This entails an additional dilution effect of approximately 18.6 percent and a total dilution effect of approximately 37.2 percent.
Trading in BTU
Trading in paid subscribed Units ("BTU") on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the Rights Issue and BTU is converted to shares and warrants of series TO 8, which is expected to occur around week 18 2023.
Trading in new shares and warrants
The new shares will be admitted for trading in connection with the conversion of BTU to shares and warrants of series TO 8 taking place, which is expected to occur around week 18 2023.
The warrants of series TO 8, with short name EXPRS2 TO8 and ISIN code SE0019925025, are intended to be admitted to trading on Nasdaq First North Growth Market in connection with the conversion of BTU to shares and warrants of series TO 8 taking place, given that the conditions for admission to trading are fulfilled.
Lock-up undertakings
In connection with the Rights Issue, all members of the Company's Board of Directors and management with shareholdings in ExpreS2ion have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or otherwise transfer financial instruments (does not include financial instruments subscribed within the scope of the Rights Issue or thereafter) without first, in each separate case, ascertain a written approval from Vator Securities AB. The lock-up period lasts for a period of 90 days following the announcement of the outcome of the Rights Issue.
Advisors
Vator Securities act as financial advisor and issuing agent to the Company in connection with the Rights Issue. Advokatfirman Schjødt is legal advisor to the Company in connection with the Rights Issue.
Certified Adviser
Svensk Kapitalmarknadsgranskning AB