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Beskrivning

LandDanmark
ListaFirst North Stockholm
SektorHälsovård
IndustriBioteknik
ExpreS2ion Biotech Holding är ett forsknings- och utvecklingsbaserat bolag som har en patenterad plattform inom bioteknisk proteinproduktion. Bolaget har sin egen utvecklingspipeline av vaccinkandidater inom COVID-19, bröstcancer, influensa och malaria. Dessutom har bolaget intäkter från försäljning av tillverkningstjänster och plattformslicenser. Bolaget startade 2010 och har sin verksamhet i DTU Forskerpark i Hørsholm.
2022-04-06 08:00:00

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

INSIDE INFORMATION: Hørsholm, Denmark, 6 April 2022 - The Board of Directors of ExpreS2ion Biotech Holding AB (publ) ("ExpreS2ion" or the "Company") has today, on the basis of the authoriztion from the Annual General Meeting on 26 May 2021, resolved to carry out a new share issue with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue encompasses 5,841,273 shares at a subscription price of SEK 12.50. The Rights Issue is fully covered by subscription undertakings made by certain existing shareholders and guarantee commitments from existing shareholders and new investors. The Company will upon full subscription of the Rights Issue receive gross proceeds of approximately SEK 73 million. The expected net proceeds from the Rights Issue will be used as to advance the breast cancer vaccine candidate ES2B-C001 to completion of the preclinical safety studies, advance other pipeline development projects, including within Influenza and Malaria, and support the strategic CRO business and invest in core technologies and IP to strengthen competitive edge.

The Rights Issue in brief
  • The maximum number of shares that may be issued is 5,841,273. The subscription price is SEK 12.50 per share. The Company will receive proceeds of approximately SEK 73 million before deduction of costs attributable to the Rights Issue, which is expected to amount to approximately SEK 12.3 million.

  • The subscription price of SEK 12.50 per share corresponds to a discount of approximately 31 percent compared to the 10 days volume-weighted average price ("VWAP") on Nasdaq First North Growth Market Stockholm.

  • Those who are registered as shareholders in ExpreS[2]ion's share register on the record date receive three (3) subscription rights for every eight (8) shares held in ExpreS[2]ion. Where two (2) subscription rights entitle to subscription for one (1) new share.

  • Record date for participation in the Rights Issue is 13 April 2022.

  • Subscription period of the Rights Issue runs from 19 April up until 3 May 2022.

  • The Rights Issue is fully guaranteed through subscription commitments of approximately SEK 1.8 million, corresponding to approximately 2.5 percent of the Rights Issue, and guarantee undertakings of approximately SEK 71.2 million, corresponding to approximately 97.5 percent of the Rights Issue. Members of the Board of Directors and the senior management have committed to subscribe for new shares.

  • The expected net proceeds from the Rights Issue will be used as to (i) advance the breast cancer vaccine candidate ES2B-C001 to completion of the preclinical safety studies (approximately 50 percent), (ii) advance other pipeline development projects, including within Influenza and Malaria, and support the strategic CRO business (approximately 25 percent), (iii) and invest in core technologies and IP to strengthen competitive edge (approximately 25 percent).

  • A prospectus regarding the Rights Issue is expected to be published on 13 April 2022.

Bent U. Frandsen, CEO in ExpreS[2]ion says:

"Our company continues moving up the biopharmaceutical value chain, now with a clinical Phase III-ready unique COVID-19 vaccine asset and with exclusive license rights to carry on development of a proprietary breast cancer vaccine asset, which we have recently proven preclinical proof-of-concept of. We are committed to progressing our own drug candidates, with the knowledge of the larger investments needed to de-risk the assets. On this basis, we expect higher returns for our shareholders, most recently shown during 2021's significant pipeline advancements across our pipeline of vaccine candidates for infectious diseases and cancer. The board, our employees and I greatly appreciate the support from our investors and look forward to pursuing the next exciting steps in the company's life."

Rationale for the Rights Issue

In February 2022, ExpreS[2]ion received constructive feedback from a scientific advice meeting with the Danish Medicines Agency (DKMA) for an additional preclinical safety study to increase the robustness of the breast cancer vaccine candidate's (ES2B-C001) preclinical data. The Company is currently preparing ES2B-C001 for the remaining preclinical safety studies, expected to be completed in mid-2023, and the first in human trial, expected to be initiated in 2024. Furthermore, the Company intends to expand the pipeline, by developing new candidates. Additionally, the Company intends to further develop the ExpreS2 platform. Capital is required to complete the preclinical trials of ES2B-C001 and advance the project towards clinical trials. Furthermore, capital is needed to further expand the Company's pipeline by including additional projects through license acquisition or inhouse development, and to improve the technology platform to ensure continued competitiveness.

Use of Proceeds

If the Rights Issue is fully subscribed, the Company will receive net proceeds of approximately SEK 60.7 million. The costs attributable to the Rights Issue are expected to amount to approximately SEK 12.3 million (including paid commission to the guarantors). The Company intends to use the net proceeds from the Rights Issue for GMP manufacturing scaling and the remaining preclinical safety studies for ES2B-C001, as well as improving its technology platforms and ongoing operations.

The expected net proceeds from the Rights Issue will be used as follows (stated in  order of priority, and approximate amounts are stated in brackets):  
  • Advance the breast cancer vaccine candidate ES2B-C001 to completion of the preclinical safety studies (approximately 50 percent).

  • Advance other pipeline development projects, including within Influenza and Malaria, and support the strategic CRO business (approximately 25 percent).

  • Invest in core technologies and IP to strengthen competitive edge (approximately 25 percent).

Terms of the Rights Issue

The Board of Directors has today, pursuant to the authorization granted by the Annual General Meeting on 26 May 2021, resolved to carry out the Rights Issue by issuing a maximum of 5,841,273 shares. Shareholders registered in the Company's shareholder register on the record date have pre-emptive rights to subscribe for new shares in the Rights Issue. Eight (8) existing shares held on the record date of 13 April 2022, entitles to three (3) subscription rights. Two (2) subscription rights entitles to subscription of one (1) new share. The subscription price is 12.50 per share, which means that ExpreS[2]ion, provided that the Rights Issue is fully subscribed, will receive approximately SEK 73 million before deduction of costs attributatble to the Rights Issue, which is expected to amount to approximately SEK 12.3 million (including paid commission to the guarantors). Subscription of new shares with use of subscription rights shall be made by cash payment during the period 19 April - 3 May 2022. Application for subscription of new shares without use of subscription rights shall be made during the same period.  Subscription rights that are not utilized during the subscription period will become invalid and lose their value. Trading in subscriptions rights is expected to take place on Nasdaq First North Growth Market during 19 April - 28 April 2022.

If all of the new shares are not subscribed for with subscription rights, the Board of Directors will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for new shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of new shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the number of new shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Thirdly, allotment of the remaining new shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.

Change of share capital and number of shares as well as dilution

Through the Rights Issue, the number of shares in ExpreS[2]ion will increase by a maximum of 5,841,273 shares, from 31,153,456 shares to 36,994,729 shares and the share capital will increase by a maximum of SEK 649,030, from SEK 3,461,495 to SEK 4,110,525. This means that existing shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution corresponding to approximately 15.8 percent of the total number of shares and votes in the Company following the Rights Issue.

Subscription- and guarantee undertakings

Subscription undertakings of approximately SEK 1.8 million, corresponding to approximately 2.5 percent of the Rights Issue have been provided by existing shareholders, and guarantee commitments of approximately SEK 71.2 million, corresponding to approximately 97.5 percent of the Rights Issue. Thereby the Rights Issue is fully guaranteed. The subscription and guarantee undertakings have not been secured by means of bank guarantees, blocked funds, pledging of collateral or any similar arrangement. Further information regarding the parties who have entered into guarantee undertakings will be included in the prospectus that is expected to be published on or around 13 April 2022 in accordance with the timetable presented below.

Premilinary timetable for the Rights Issue

Last day of trading in shares 11 April 2022
including right to receive
subscription rights
First day of trading in shares 12 April 2022
excluding right to receive
Subscription rights
Record date for participation in the 13 April 2022
Rights Issue
Prospectus published On or around 13 April 2022
Subscription period 19 April - 3 May 2022
Trading in Subscription rights 19 April - 28 April 2022
Trading in BTAs (Paid subscribed New 19 April 2022 until the Rights
shares) Issue is registered with SCRO
Announcement of final outcome in the On or around 5 May 2022
Rights Issue

Publication of the Q1 2022 report

Due to the Rights Issue, the interim report for the period 1 January - 31 March 2022 will be published on 31 May 2022.

Lock-up undertakings

In connection with the Rights Issue, all members of the Company's board of directors and senior management with shareholdings in ExpreS[2]ion have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or otherwise transfer their shares without first, in each separate case, ascertain a written approval from Vator Securities AB. The decision to leave such written approval is decided by Vator Securities AB and the decision is made in each separate case. Agreed approval can depend on both individual and business-related situations. The lock-up period lasts for a period of 90 days following the publication of the outcome of the Rights Issue.

Prospectus

Full terms and conditions and instructions for the Rights Issue, as well as other information about the Company and information about subscription commitments, guarantee commitments and lock-up undertakings will be presented in the prospectus that the Company is expected to publish on or around 13 April 2022, available on ExpreS[2]ion's website (www.expres2ionbio.com). The prospectus will be passported to Denmark and thus also available for Danish investors.

Advisors

Vator Securities act as financial advisor and issuing agent to the Company in connection with the Rights Issue. Baker Mckenzie is the Company's legal advisor in connection with the Rights Issue.

Certified Adviser
Svensk Kapitalmarknadsgranskning AB
Telefon: +46 11 32 30 732
E-post: ca@skmg.se

This press release constitutes inside information that ExpreS2ion Biotech Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company's news distributor, Cision, at the publication of this press release.