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Beskrivning
| Land | Danmark |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
Expres2ion has today entered into agreements regarding so-called top guarantee commitments with a consortium of investors (the "Guarantors") (the Top Guarantee Commitments). The Top Guarantee Commitments will be utilized in case the Warrant Programme isn’t subscribed in full, with the Top Guarantee Commitments being utilized fully (SEK 7.2 million) if the outcome of the Warrant Programme is below approximately 39 per cent and proportionately less if the outcome exceeds approximately 39 per cent. For the avoidance of doubt, the Top Guarantee Commitments will not be utilized if the Warrant Programme is subscribed in full. The Top Guarantee Commitments are not secured by bank guarantee, escrow funds, pledge, or similar arrangements. The Top Guarantee Commitments have been provided by a consortium of investors who have previously supported ExpreS2ion and who remain committed to the Company’s strategy and future development, including Nils Berg, UBB Consulting AB, John Moll, Elvil AB, Paginera Invest AB and Peter Nilsson.
Bent U. Frandsen, CEO, comments:
“This top guarantee provides important financial support during the warrant exercise period, ensuring that we can access the maximum proceeds within the guaranteed range. Together with the commitment from our Board and Management to exercise all of their warrants, this demonstrates both alignment within ExpreS2ion and the confidence external investors continue to show in our pipeline and our ExpreS2™ platform.”
Stefan Lundgren (through Paginera Invest AB), Peter Nilsson and John Moll, stated:
“We have previously chosen to invest in several fund raisings in ExpreS2ion, including before and in connection with the IPO, and we are pleased to once again support the Company. Our participation in this top guarantee reflects our confidence in ExpreS2ion’s pipeline and its unique ExpreS2™ platform. By committing to this structure, we aim to provide stability during the warrant exercise period and to signal continued investor interest in the Company.”
Subscription of shares in accordance with the Top Guarantee Commitments will in practice be made through subscription in a directed issue of new shares to the Guarantors (the ”Directed Issue”). The Board of Directors intends to resolve on the Directed Issue after the exercise period for the warrants of series TO 11 has ended, pursuant to the authorization granted by the Annual General Meeting held on 28 May 2025.
The subscription price in the Directed Issue will correspond to the exercise price when exercising the warrants of series TO 11, i.e., SEK 14.65 per share. The Board of Directors therefore considers the subscription price in the Directed Issue to be on market terms and reflects prevailing market conditions and investor demand.
It is the Board of Directors’ assessment that it is in the interest of both the Company and its shareholders to ensure the full exercise of the Warrant Programme and, if applicable, to carry out the Directed Issue. The Top 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 can choose 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 the full exercise of the warrants of series TO 11 and, if applicable, 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.
For the guarantee commitment, a guarantee compensation of thirteen and a half (13.5) percent of the guaranteed amount will be paid. The guarantee fee will be paid by way of set-off against newly issued shares in the Company on the same terms as in the Directed Issue (the ”Compensation Issue”). These terms also correspond to the terms for the exercise of the warrants of series TO 11. The guarantee compensation is considered to be adapted to the prevailing market conditions.
In the event that less than 100 percent of the warrants of series TO 11 are exercised for subscription of shares in the Company, the Board of Directors intends to resolve on the Directed Issue around 6 October 2025, i.e., after the outcome of the exercise of the warrants of series TO 11 has been announced.
Through the Directed Issue, the number of shares can increase by a maximum of 491 467 and the share capital by a maximum of approximately SEK 2,184,297.781741. Through the Compensation Issue, the number of shares can increase by a maximum of 66,348 and the share capital by a maximum of SEK 294,880.000535.
In addition to the Top Guarantee Commitments, the Company has received subscription commitments from John Moll and all members of the Company’s Board of Directors and management with holdings of TO 11, individually committing to subscribing for all of their respective TO 11, amounting in total to approximately SEK 220 thousand, corresponding to approximately 2 per cent of the Warrant Programme (the Subscription Commitments).
Strengthening ExpreS2ion’s pipeline and platform
The proceeds from the Warrant Programme, together with the Top Guarantee Commitments, are intended to strengthen ExpreS2ion’s financial position and support the continued clinical development of the Company’s lead asset ES2B-C001, a HER2-targeted breast cancer vaccine currently in Phase I. The financing will also enable continued advancement of the proprietary ExpreS2™ protein expression platform and the Company’s pipeline of innovative vaccine candidates in oncology and infectious diseases. For more detailed information on the intended use of proceeds from the Warrant Programme, please refer to the Company’s press release announced on 12 September 2025.
Summarised terms for the warrants of series TO 11
- Exercise period: 18 September 2025 - 2 October 2025.
- Issue size: 32,221,672 warrants of series TO 11, which entitles to subscription of 805,541 shares. If all the warrants are exercised, the Company will receive approximately SEK 11.8 million before issue costs.
- Forty (40) warrants of series TO 11 will be required to subscribe for one (1) new share in the Company.
- Exercise price: SEK 14.65 per share.
- Last day for trading warrants of series TO 11: 30 September 2025.
- Effect on share capital and dilution: If all warrants are exercised the share capital will increase with SEK 3,580,182.228718. If all warrants of series TO 11 are exercised the number of shares will increase with 805,541 shares. The dilution if all warrants of series TO 11 are exercised amounts to approximately 23.3 percent of the number of shares and votes in the Company.
Complete terms and conditions for the warrants of series TO 11 and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 5 June 2024, is available at the Company’s website, www.expres2ionbio.com. The prospectus is also available on the Swedish Financial Supervisory Authority’s website, www.fi.se.
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