Beskrivning
Land | Sverige |
---|---|
Lista | Spotlight |
Sektor | Hälsovård |
Industri | Bioteknik |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
On June 2, 2025, the Board of Directors of Chosa Oncology AB ("Chosa" or the "Company") resolved on a directed issue of shares and warrants series TO 2 of initially approximately SEK 3.4 million (the "Directed Issue"), and on a rights issue of units consisting of shares and warrants series TO 2 of initially approximately SEK 16.5 million (the "Rights Issue", together the "Transaction"). The Board of Directors of Chosa today announces the outcome of the Rights Issue. In total, 525,507 units, corresponding to approximately 5.93 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 313,179 units, corresponding to approximately 3.53 percent of the Rights Issue, were subscribed for without unit rights. The Rights Issue was thus subscribed for to approximately 9.46 percent and Chosa will thereby initially receive approximately SEK 1.6 million before issue-related costs. In the event of exercise of warrants series TO 2 that are issued, Chosa may receive additional proceeds in July 2026.
Outcome
The final outcome of the Rights Issue, in which the subscription period ended on June 26, 2025, shows that a total of 525,507 units were subscribed for by exercise of unit rights, corresponding to approximately 5.93 percent of the Rights Issue, and 313,179 units were subscribed for without unit rights, corresponding to approximately 3.53 percent of the Rights Issue. The Rights Issue was thus subscribed for to approximately 9.46 percent and Chosa will thereby initially receive approximately SEK 1.6 million before issue-related costs. In the event of exercise of warrants series TO 2 that are issued, Chosa may receive additional proceeds in July 2026.
Each unit consists of three (3) shares and three (3) warrant series TO 2.
Each warrant of series TO 2 entitles the right to subscribe for one (1) new share in the Company, during the period from and including July 1, 2026, to and including July 14, 2026, against cash payment where the subscription price is set at 125 percent of the subscription price in the Rights Issue, corresponding to SEK 0.78 per share. Upon full subscription of all warrants series TO 2 issued in the Transaction, the Company may receive a maximum of approximately SEK 6.2 million before deduction of issue costs. The warrants series TO2 are intended to be admitted to trading on Spotlight Stock Market after final registration of the Rights Issue with the Swedish Companies Registration Office.
The Company is thankful for the support shown in the Directed Issue and the Rights Issue, from new and existing shareholders. The Company will, with the raised money be able to carry out the activities required to realize the milestones communicated during the last 4 weeks. Based on the proceeds raised in the Transaction and the Company's current business plan, the existing and the new funds are expected to finance operations through the first quarter of 2026. However, as the Company advances its development activities and prepares for value-enhancing milestones, it will continuously assess its capital requirements.
Allocation notice
Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the simplified information document that has been prepared in connection with the Rights Issue and published by the Company on June 10, 2025 (the "Simplified Information Document"). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.
Changes in the number of shares and share capital
The Directed Issue will, after final registration with the Swedish Companies Registration Office, initially increase the number of shares with 5,435,682, from 70,944,146 to 76,379,828. The share capital will increase by SEK 978,422.76, from SEK 12,769,946.28 to SEK 13,748,369.04. Through the Rights Issue, the number of shares in the Company will initially increase with 2,516,058 shares, from 76,379,828 shares to 78,895,886 shares, and the share capital will initially increase by SEK 452,890.44, from SEK 13,748,369.04 to SEK 14,201,259.48 SEK.
In the event all warrants series TO 2 issued in the Transaction are fully exercised for subscription of new shares in the Company, the share capital will increase by SEK 1,431,313.20, from SEK 14,201,259.48 to SEK 15,632,572.68 SEK, and the total number of shares will increase by 7,951,740.00 shares, from 78,895,886 shares to 86,847,626 shares. This entails an additional dilution from the warrants of series TO 2 of approximately 9.2 percent.
Trading in BTU
Trading in Paid Subscribed Units (Sw. "BTU") is currently conducted on Spotlight Stock Market and will end when the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket). Registration with the Swedish Companies Registration Office is expected to take place around week 28, 2025.
Advisors
Västra Hamnen Corporate Finance AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Chosa in connection with the Transaction. Nordic Issuing AB acts as issuer agent in connection with the Transaction.
For additional information, contact:
Peter Buhl Jensen, CEO
peter@chosa.bio
+ 45 21 60 89 22
About Chosa
Chosa Oncology AB is an oncology biotechnology company led by a proven international team with veteran specialists in oncology; drug development; running clinical trials; regulatory expertise; and business development. Chosa intends to enter into agreements for partnership or sublicensing of LiPlaCis® and the DRP®.
Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Chosa. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden and Denmark. The Company has prepared and published the Simplified Information Document on their website www.chosaoncology.se. Simplified Information Document does not constitute a prospectus as defined in the provisions of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council ("Prospectus Regulation") and has not been reviewed, registered or approved by the Swedish Financial Supervisory Authority. The offering in the Simplified Information Document is exempt from the prospectus obligation in accordance with Article 3 (2) of the Prospectus Regulation and Chapter 2, Section 1 of the EU Prospectus Regulation (Supplemental Provisions) Act (2019:414) due to the fact that the amount offered by the Company to the public is less than EUR 2.5 million.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Chosa have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
Within the European Economic Area ("EEA"), no public offering of shares, warrants or other securities ("Securities") is made in other countries than Sweden and Denmark. In other member states of the European Union ("EU"), such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.