Bifogade filer
Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
Bent U. Frandsen, CEO, comments:
“Amid tough biotech markets, our investors and guarantors rallied behind ExpreS2ion. Their strong support — even before guarantees — shows clear belief in our lead breast cancer vaccine ES2B-C001, now in Phase I trials, our broader immunotherapy pipeline, and our clinically validated ExpreS2™ platform. We thank all shareholders and guarantors for ensuring full subscription. This vote of confidence strengthens our position as we continue advancing our programs and seeking the resources needed to bring innovative vaccines to patients.”
Background
ExpreS2ion completed a rights issue of units during the third quarter of 2024. Within the scope of the rights issue, ExpreS2ion issued a total of 32,221,672 warrants of series TO 11, of which 30,046,672 warrants of series TO 11 were issued as a result of the rights issue, and an additional 2,175,000 warrants of series TO 11 were issued to rights issue guarantors who chose to receive guarantee compensation in units.
Prior to recalculation of the warrants of series TO 11, one (1) warrant of series TO 11 gave the owner the right to subscribe for one (1) new share in the Company. Following the recalculation of the warrants, forty (40) warrants of series TO 11 gave the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO 11 was defined as 70 percent of the volume-weighted average price in the Company's share on Nasdaq First North Growth Market during the measurement period, from 1 September 2025 to 12 September 2025, but not less than the share's quota value (SEK 4.444444) and not more than SEK 70 (previously SEK 1.75) per share (following recalculation). During the measurement period, the volume-weighted average price in the Company's share was approximately SEK 20.94, therefore the exercise price for the warrants of series TO 11 was set to SEK 14.65.
Outcome
In total, 28,522,440 warrants of series TO 11 were exercised, corresponding to approximately 88.5 percent of the total number of outstanding warrants of series TO 11, for subscription of 713,061 shares at an exercise price of SEK 14,65 per share. ExpreS2ion will receive approximately SEK 10.4 million before issue costs through the exercise of the warrants of series TO 11. Guarantee commitments of 92,480 shares, corresponding to approximately 11.5 percent of the outstanding warrants of series TO 11, will thus be utilised. The Board of Directors has therefore resolved on the Directed Issue of 92,480 new shares to the Guarantors Nils Berg, UBB Consulting AB, John Moll, Elvil AB, Paginera Invest AB and Peter Nilsson. Through the exercise of the warrants of series TO 11 and the Directed Issue, the Company will receive approximately SEK 11.8 million before transaction costs.
For the guarantee commitments, a guarantee compensation of thirteen and a half (13.5) percent of the guaranteed amount is paid in the form of newly issued shares in the Company. The Board of Directors has therefore today resolved on the Compensation Issue of 66,346 shares to pay the guarantee compensation.
Exercised warrants of series TO 11 have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to shares within approximately two weeks.
The Board of Directors' resolutions on the New Issues
It is the Board of Directors' assessment that it was in the interest of both the Company and its shareholders to ensure full exercise of the warrants of series TO 11 and, to carry out the Directed Issue. The guarantee commitments and the Directed Issue enable the Company to raise additional capital at a low cost, time-efficiently, and with less complexity than other forms of capital raising and financing alternatives. Holders of warrants of series TO 11 hade the possibility to exercise the warrants for subscription of new shares in the Company, thereby limiting the number of shares in the Directed Issue. It is the Board of Directors' overall assessment that the reasons for ensuring full exercise of the warrants of series TO 11 and carrying out the Directed Issue with deviation from shareholders' preferential rights with sufficient strength outweigh the reasons supporting the main rule that issues should be carried out with preferential rights for the shareholders.
The reason for deviating from the shareholders' preferential rights in the Compensation Issue is to fulfil the Company's obligations to the Guarantors as a result of the guarantee commitments entered into. The Board of Directors also considers that it is in favour of the Company's financial position and in the interest of the shareholders to pay the guarantee compensation in the form of newly issued shares instead of cash payment as it releases funds that strengthen the Company's working capital.
The subscription price in the New Issues corresponds to the subscription price upon exercise of warrants of series TO 11. The subscription price in the New Issues has been determined through arm's length negotiations with the Guarantors, in consultation with financial advisors and by analysing a number of market factors such as the Company's financing needs, alternative cost of other financing and assessed market interest for an investment in the Company. It is the Board of Directors' assessment, based on the above factors, that the subscription price in the New Issues reflects current market conditions and current demand. Against this background, the Board of Directors considers the subscription price to be on market terms.
Number of shares, share capital and dilution
Through the exercise of the warrants of series TO 11 and the New Issues, the number of shares in ExpreS2ion increase by 871,887 shares to a total of 3,530,233 shares. The share capital will increase by SEK 3,875,053.340364 to SEK 15,689,924.472912.
For existing shareholders who did not exercise any warrants of series TO 11, the dilution amounts to approximately 24.7 percent based on the number of shares following exercise of the warrants of series TO 11 and the New Issues.
Advisors
Vator Securities act as financial advisor and issuing agent to the Company in connection with the transaction. Advokatfirman Schjødt is the Company's legal advisor in connection with the transaction.
Certified Adviser
Svensk Kapitalmarknadsgranskning AB