COMPANY ANNOUNCEMENT - No. 17-2023 - Inside information -
MAY NOT BE PUBLISHED, DISTRIBUTED OR DELIVERED FULLY OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO
BIRKERØD,
The gross proceeds from a fully subscribed Minimum Offering is
The Minimum Offer of
Terms of the Offering
- The offer is carried out as a rights issue, with a minimum offering of 1,624,283 shares (the “Minimum Offer”) and a maximum offering of 3,350,507 shares (the “Maximum Offer”), each with a nominal value of
DKK 1 . -
Shares in the Offering are offered with pre-emptive rights for the Company's Existing Shareholders. Existing Shareholders will be allotted one (1) subscription right for each (1) existing share that the shareholder owns at the time of allotment on
29 Nov 2023 at5.59 pm (CET) . One (1) subscription right gives the holder right to subscribe for one (1) new share inViroGates . -
The new shares are offered at
DKK 4.5 per share with a nominal value ofDKK 1 . The subscription price corresponds to a discount of approximately 77% compared to the 30 days volume-weighted average price (“VWAP”) on Nasdaq First North Growth Market Denmark. -
The subscription period runs from
30 November 2023 at9.00 am (CET) to13 December 2023 at5.00 pm (CET) ("the Subscription Period "). - Shares which have not been subscribed for by Existing Shareholders, or by acquirers of subscription rights, before the expiry of the Subscription Period ("Remaining Shares"), may be subscribed without compensation to the holders of unused subscription rights by Existing Shareholders or new investors who have applied to subscribe before the expiry of the Subscription Period.
-
Completion of the Offering is subject to approval from the general meeting of the auhtorisation to issue the shares and is, furthermore, conditional upon the Minimum Offer, with gross proceeds of
DKK 7,309,274 being subscribed. The Minimum Offer is secured through binding subscription undertakings for a total ofDKK 7,309,274 corresponding to 100% of the Minimum Offer and 48% of the Maximum Offer. -
Gross proceeds from the Maximum Offering amounts to
DKK 15.1 million and net proceeds ofDKK 14 million after deduction of costs related to the Maximum Offering estimated atDKK 1.1 million . Gross proceeds from the Minimum Offer amounts toDKK 7.3 million and net proceeds ofDKK 6.8 million after deduction of costs related to the Minimum Offering estimated atDKK 0.5 million . -
Prior to the Offering, the Company's share capital amounts to a nominal
DKK 3,350,507 (corresponding to 3,350,507 shares with a nominal value ofDKK 1 ). If the Offering is fully subscribed, the Company's share capital will upon completion amount to nominalDKK 6,701,014 divided into a total of 6,701,014 shares and if only the Minimum Offer is subscribed the Company’s share capital will amount to nominalDKK 4,974,790 divided into 4,974,790 shares with a nominal value ofDKK 1 .
Background for the Offering and use of proceeds
1) Promote new application areas and continue reimbursement processes in
Push the application of suPAR within guiding treatment in sepsis patients to previous, existing, and new hospital customers, building upon the results from the study of the
2) Obtain marketing approval and initiate expansion to the US
Continue collaboration with Sobi on submitting a 510k application (marketing authorization) for emergency department use of suPARnostic® before licensed roll-out. Approach strategic partner in entering the US market.
3) Approach the health clinics and longevity segment
Develop new marketing approach and sales channels for the use of suPARnostic® in the longevity field. Establish connections to KOLs within the area. This is a segment new to
Minimum Offering
The minimum offer of
Subscription and underwriting undertakings
The company has received binding subscription undertakings to subscribe for a total of 1,624,283 shares, corresponding to gross proceeds of
The following existing shareholders have made binding subscription undertakings using pre-emptive rights in the Offering:
| Undertaking, number of shares | Undertaking, amount | Share-holdings before Offering | Affiliation with the Company |
N. P. Louis-Hansen ApS | 794,672 | 23.85% | Shareholder | |
340,909 | 10.23% | Shareholder | ||
| 340,876 | 10.23% | Shareholder and non- exec. board director |
The following representatives from the Board and management have made binding subscription undertakings using pre-emptive rights in the Offering:
| Undertaking, number of shares | Undertaking, amount | Share-holdings before Offering | Affiliation with the Company |
90,000 | 4.54% | CSO | ||
44,551 | 1.34% | CEO | ||
8,017 | 0.24% | VP Sales & Marketing | ||
5,258 | 0.16% | CoB |
Detailed terms for the Offering
The Offering includes a minimum of 1,624,283 shares and a maximum of 3,350,507 shares with a nominal value of
Subscription price
The subscription price is
Right to subscribe for shares in the Offering
The new shares will be offered with pre-emptive rights to Existing Shareholders. Every Existing Shareholder will be allocated one (1) subscription right for each (1) existing share they own at the time of allotment in Euronext Securities A/S,
Trading in Subscription Rights
The subscription rights will be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code DK0062614509. The trading in subscription rights is open from
Subscription rights that are not exercised during the Subscription Period lose their validity and value, and the holder of such subscription rights is not entitled to compensation.
Subscription Period
The Subscription Period for subscription of new shares when exercising subscription rights runs from
Subscription of Remaining shares
Remaining shares which have not been subscribed for by exercising subscription rights before the end of the Subscription Period may, without compensation to the holders of unused subscription rights, be subscribed by Existing Shareholders or new investors who before the end of the Subscription Period have applied to subscribe for Remaining Shares as part of subscription undertakings or by use of the subscription form which is available on the Company's website.
In the event of oversubscription of the Remaining Shares in accordance with subscription undertakings or through the subscription form, the Remaining Shares will be allocated in accordance with a distribution key determined by the Company's Board of Directors. Priority is given to Existing Shareholders who, at the time of allotment of subscription rights, on
Orders from investors for subscription, in addition to subscription by use of subscription rights, must be submitted on the subscription form or by submitting an electronic subscription order via such investor’s bank. Orders are binding and cannot be changed or cancelled. Orders can only be placed at the Subscription Price of
Subscription through submission of Subscription form
The subscription form is submitted to the investor's own account-holding bank during the Subscription Period. In order for an order to be binding, the order placed in the account holders' bank, or the completed and signed subscription form, must be submitted to the investor's own account holding bank, in time for the bank to process and forward the order so that it is received by
Payment and delivery of new shares
Upon exercise of the Subscription Rights, the holder must pay
Payment for shares subscribed for in the Offering will be made in DKK at the time of subscription by exercising subscription rights. After payment for the subscribed shares at the Subscription Price, investors will electronically have new shares delivered in the form of temporary shares to the investor's account in Euronext Securities A/S in the temporary ISIN code DK0062614699. The temporary ISIN will not be admitted to trading on Nasdaq First North Growth Market Denmark.
The new shares will be finally issued after registration of the capital increase in the
Holders of subscription rights must comply with the account agreement with the bank or other financial intermediaries through which they hold shares. Banks or financial intermediaries through which a holder has subscription rights may demand payment at an earlier date.
Unless otherwise agreed, Euronext Securities A/S or the account holding bank or financial intermediary will send a notice to the account holder stating the number of new shares subscribed and the amount.
Notification of any allotment of Remaining Shares will take place on
Admission to trade
The trading period for the subscription rights starts on
After registration of the capital increase in the
The new shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark under the ISIN code for existing shares on
Withdrawal of the Offering
The Offering is conditional on events not occurring before the capital increase is registered with the
However, trading in new shares made prior to the withdrawal date will not be affected. The subscription amount for new shares will be refunded (less any transaction costs to the own account-holding bank or financial institution) to the last registered owner of the new shares at the time of revocation. This means that investors who have acquired new shares will suffer a loss corresponding to the difference between the purchase price and the subscription amount for the new shares with the addition of any transaction costs.
If the Offering is not completed, all exercise of subscription rights will be automatically cancelled and the subscription amount (less any transaction costs to own account holding institution) will be reimbursed to the last registered owner of new shares at the time of withdrawal. However, trading in subscription rights prior to the withdrawal date will not be affected. This means that investors who have acquired subscription rights will suffer a loss corresponding to the purchase price of the subscription rights with the addition of any transaction costs.
Trading in subscription rights and/or the new shares before the completion of the Offering takes place at the investor’s own expense and risk.
Any withdrawal of the Offering will, if applicable, be announced immediately via Nasdaq First North Growth Market Denmark.
Dividend law
The new shares are entitled to dividends that may be distributed from the time of registration of the capital increase regarding the new shares in the
Timetable for the Offering
9 November 2023 : Announcement of the Offering24 November 2023 : Extraordinary general meeting27 November 2023 : Last day trading shares including right to receive Subscription Rights28 November 2023 : First day trading shares excluding right to receive Subscription Rights29 November 2023 : Allocation of Subscription Rights- 28 November –
11 December 2023 : Trading in Subscription Rights - 30 November –
13 December 2023 : Subscription Period 15 December 2023 before 12.00 CET: Announcement of outcome of the Offering19 December 2023 : Payment for shares subscribed for and allocated without use of Subscription Rights19 December 2023 : Capital increase registered with theDanish Business Authority 21 December 2023 : First day of trading for shares subscribed in the Offering in the permanent ISIN22 December 2023 : Shares subscribed in the offering under temporary ISIN merged into permanent ISIN
Risk factors
Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive Management reports frequently to the Board of Directors on risk management procedures and findings. The following risks are deemed particularly relevant to
Commercial execution
Being in the early commercialization phase, there is a risk that the company’s products may not penetrate markets due to inadequate sales & marketing efforts and/or reluctance to introduce new methods at emergency departments and other clinical facilities. This specifically applies when the COVID-19 pandemic is ongoing.
Dependency on key individuals
Dependency on third parties
Intellectual property rights (IPR)
Competition and pricing
Financing needs
Regulation by authorities
ViroGates’ products are subject to a number of statutory and regulatory requirements. There is a risk that permits from national authorities may not be renewed on the same terms as previously, or that permits may be revoked or limited. Changes to legislation might also impact
Disputes, claims, and proceedings
Issuing agent and Settlement Agent in the Offering
Holmens Kanal 2-12
1092 København K
CVR no. 61 12 62 28
More information
Group relations
The company's share capital is fully paid up. The company is registered in the
Board of Directors
Management
Certified Adviser
Västra
Jungmansgatan 12, 211 11 Malmö,
ca@vhcorp.se
Tel: (+46) 40 200 250
Important notice
This announcement is a briefing to the Company's shareholders and is not an offer or solicitation to subscribe for or purchase subscription rights or shares in the Company. There is no public offering of shares outside
This announcement contains certain forward-looking statements, including statements about the Company's activities. Such forward-looking statements are based on information, assumptions and assessments that the Company finds reasonable. These forward-looking statements include known and unknown risks, uncertainties and other significant factors that may cause the Company's actual results, development or performance or the industry's results to differ materially from future results, developments or performance expressed or implied in connection therewith. If one or more of these risks or uncertainties are triggered, or if an underlying assumption proves to be incorrect, the Company's actual financial position or operating results may deviate significantly from what is described.
Potential investors, companies and advisers should be aware that investments in companies whose shares are admitted to trading on the Nasdaq First North Growth Market Denmark may carry a higher risk than investments in listed companies on a regulated market, as defined in EU legislation. Instead, they are subject to a less comprehensive set of rules and legislation adapted to smaller growth companies. The companies on Nasdaq First North Growth Market often have a shorter operational history and are thus more sensitive to external and internal influences and fluctuations. Likewise, liquidity, and thus marketability, in shares admitted to trading on Nasdaq First North Growth Market Denmark may be more limited than in investments in shares listed on a regulated market.
The announcement can be found at https://www.virogates.com/announcements/.
For further information, please contact:
CEO,
Tel. (+45) 2226 1355, email: jk@virogates.com
Certified Advisor:
Västra Hamnen Corporate Finance
Per Lönn
Tel. (+46) 40 200 250, email: ca@vhcorp.se
About
The company was founded in 2000. Headquartered in
About suPAR and suPARnostic®
suPAR is the biomarker detected by ViroGates’ suPARnostic® products and is a protein in plasma, measurable in every human being. suPAR is considered a general risk status biomarker indicating disease presence, disease severity and progression, organ damage and mortality risk across disease areas such as cardiovascular diseases, kidney diseases, type 2 diabetes, cancer, etc. Strong scientific evidence from more than 900 clinical trials and studies show that the higher the level of suPAR, the worse the prognosis for the patient.
The suPARnostic® products can be used to support healthcare professionals in making clinical decisions. The increasing demands on health systems globally and tightening healthcare budgets necessitate efficiency improvements and innovative solutions in hospitals. The use of suPAR in triage in emergency departments can identify patients in low risk of disease progression (supports discharge) and high risk patients that can benefit from early treatment to lower the risk of disease progression. suPARnostic® TurbiLatex is currently available on Roche Diagnostics’ cobas® instruments,
Disclosure regulation
Prospects about the future reflect
Contacts
Jakob Knudsen , CEO, +45 2226 1355, jk@virogates.com
Attachments
- 20231109 -
ViroGates comp. ann. 17_vF.pdf
© Ritzau Denmark, source