Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
Diagonal Bio AB's ("Diagonal Bio" or the "Company") rights issue of units, with a subscription period ending on 6 February 2025, has now been registered at the Swedish Companies Registration Office together with the directed issue of units which was conducted at the same time. The Company hereby announces that the last day of trading in BTU (paid subscribed unit) is 24 February 2025, and the cut-off date is 26 February 2025. The first day of trading in warrants of series TO 2 is 28 February 2025.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES.
In January/February 2025, Diagonal Bio carried out a rights issue of units which provided the Company with approximately SEK 6 million before transaction related costs. The directed issue to Redén Trotting AB and Svea Bank AB, and the rights issue have now been registered at the Swedish Companies Registration Office. The last day of trading in BTU is 24 February 2025 and the cut-off date is 26 February 2025. Shares and warrants of series TO 2 are expected to be distributed to VP accounts/depots on 28 February 2025.
The total number of shares in the Company now amounts to 1,168,385,503 and the share capital amounts to SEK 3,998,354.20. There are also 341,187,240 warrants of series TO 2. When the announced directed issue to underwriters also has been registered at the Swedish Companies Registration Office, the total number of shares in the Company will amount to 1,214,965,327, the share capital will amount to SEK 4,157,755.90 and there will be a total of 361,889,384 outstanding warrants of series TO 2.
Terms for warrants of series TO 2
Warrants of series TO 2 were issued through the directed issue to Redén Trotting AB and Svea Bank AB and the rights issue as well as through the directed issue to underwriters. One (1) warrant of series TO 2 gives the holder the right to subscribe for one (1) new share in Diagonal Bio during the period that runs from and including 4 June 2025, to and including 18 June 2025. The exercise price for warrants series TO 2 has been set to SEK 0.01 per new share. The Company may receive a maximum of approximately SEK 3.6 million from the exercise of warrants of series TO 2, before deduction of transaction related costs, which are estimated to amount to approximately SEK 0.4 million.
The warrants will be admitted to trading on Nasdaq First North Growth Market with the first day of trading being 28 February 2025. The last day of trading in TO 2 is expected to be 16 June 2025.
Advisors
Navia Corporate Finance AB is the financial advisor in connection with the capitalization. Setterwalls Advokatbyrå AB is the legal advisor. Aqurat Fondkommission AB is the issuing agent.
For additional information about the capitalization, please contact:
Navia Corporate Finance AB
E-mail: info@naviacf.se
For additional information about Diagonal Bio, please contact:
Karin Wehlin, CEO
Phone: +46 703 052488
E-mail: kw@diagonalbio.com
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
E-mail: ca@skmg.se
About Diagonal Bio
Diagonal Bio AB was founded in 2020 and is a Swedish biotechnology company with headquarters and offices in Lund. The Company develops the PANVIRAL® platform to detect and diagnose small sections of pathogen genomes, for example viruses, bacteria and fungi. The Company was founded with the goal of reducing human suffering by revolutionising global diagnostics of pathogen-borne diseases with proprietary technology. Diagonal Bio's patented technology can also be used for the less regulated market segments via LAMPlify®.
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 Diagonal Bio. No action has been taken, and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Diagonal Bio has only been made through the Memorandum that the Company published on 22 January 2025 on Diagonal Bio's website www.diagonalbio.com. The Memorandum 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 Memorandum 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 release is not a prospectus in accordance with the definition in the Prospectus Regulation and, accordingly, does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Diagonal Bio. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Memorandum. Thus, investors are encouraged to review the Memorandum in its entirety.
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 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 Diagonal Bio 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. 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.
Since Diagonal Bio conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue or the Directed Issue may require review by the Inspectorate of Strategic Products (ISP). More information about this can be found on Diagonal Bio's website, www.diagonalbio.com.