NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
Summary
- Upon full subscription, the Rights Issue provides
Alzinova with approximately SEK 34.4 million before issuing costs. - The Rights Issue is covered to approximately 15.3 percent by subscription commitments, amounting to
SEK 5.3 million , and to approximately 84.7 percent by underwriting commitments, amounting toSEK 29.1 million . Thus, the Rights Issue is covered to 100 percent through subscription commitments and underwriting commitments. - For each share owned on the record date
June 3, 2024 , the holder will receive one (1) subscription right. Seven (7) subscription rights will entitle the holder to subscribe for six (6) shares. The subscription price per share amounts toSEK 0.90 . - The subscription period for the Rights Issue will run from and including
June 5, 2024 until and includingJune 20, 2024 .
Background and rationale in summary
The proceeds, after issuing costs, from the Rights Issue shall primarily be used for:
- Production of ALZ-101 for phase 2 trial, approximately 29 percent.
- Expansion of the phase 1b study through Part A2 and Part B, regulatory and administrative costs for phase 2 preparations, approximately 20 percent.
- Strengthening of Alzinova’s working capital for research and development, approximately 40 percent.
- Patent and patent development for ALZ-101 and ALZ-201, as well as business development, approximately 11 percent.
Terms for the Rights Issue
The Board of Directors of
- For each share owned on the record date the holder will receive one (1) subscription right. Seven (7) subscription rights entail a right to subscribe for six (6) shares. The subscription price per share amounts to
SEK 0.90 . - The Rights Issue entails an issue of not more than 38,169,654 shares.
- Upon full subscription in the Rights Issue, the Company receives approximately SEK 34.4 million before issuing costs.
- The subscription period for subscription of shares will run from and including
June 5, 2024 until and includingJune 20, 2024 . - Through the Rights Issue the share capital can increase with not more than
SEK 10,038,619.002 fromSEK 11,711,722.695 toSEK 21,750,341.697 and the number of shares can increase with not more than 38,169,654 shares from 44,531,265 shares to 82,700,919 shares. - Shareholders in the Company who do not subscribe for shares in the Rights Issue will be subject to dilution. A fully subscribed Rights Issue entails a dilution corresponding to approximately 46.15 percent.
Subscription commitments and underwriting commitments
The Rights Issue is covered to approximately 15.3 percent by subscription commitments, amounting to
Due to related parties to the Company being part of the underwriting consortium, the resolution on the issue to underwriters will be made at the Company’s Annual General Meeting. Notice of the Annual General Meeting will be published through a separate press release.
The Board of Directors considers it favorable for the Company to offer underwriters compensation in the Company’s own shares as it has a positive effect on the Company’s liquidity. The subscription price in the directed issue to the underwriters was negotiated at arm’s length in connection with the procurement of the underwriting commitments, which took place in consultation with the financial advisor and after an analysis of customary market factors. The Board of Directors’ assessment is that the subscription price, and other conditions in the directed issue to the underwriters, against this background, are market conformant.
Some underwriters have provided underwriting commitments which could result in an ownership that exceed ten or twenty percent of the votes in the Company if the Rights Issue is only subscribed up to the level covered by subscription and underwriting commitments. To the extent the underwriters’ fulfilment of such commitment entails that the investment must be approved by the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), such part of the commitment is conditional upon notification that the application of the transaction is left without action or that approval has been obtained from the Inspectorate of Strategic Products.
Prospectus
An EU growth prospectus and application form will be available before the beginning of the
subscription period on the Company’s website, www.alzinova.com.
Preliminary timetable
Last day of trading in Alzinova’s shares including the right to receive subscription rights | |
First day of trading in Alzinova’s shares excluding the right to receive subscription rights | |
Record date for obtaining subscription rights. Shareholders who are registered in the share register kept by | |
Trading with subscription rights on Nasdaq First North Growth Market | |
Trading with BTA on Nasdaq First North Growth Market | |
Subscription period for the Rights Issue | |
Estimated date for publication of outcome in the Rights Issue |
Advisors
For more information, please contact:
Kristina Torfgård, CEO
Telephone: +46 70 846 79 75
E-mail: kristina.torfgard@alzinova.com
About Alzinova AB
Important Information
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
or into
Within the European Economic Area, no offer is made to the public of securities in any country other than
As the Company has made the assessment that the Company conducts activities worthy of protection under the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Company may require review by the Swedish Inspectorate of Strategic Products. For more information, please visit the Swedish Inspectorate of Strategic Products’ website, www.isp.se, or contact the Company.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
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