THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
The Board of Directors of
The Transaction is conditional upon approval by an Extraordinary General Meeting intended to be held on
Summary of the Rights Issue
- The subscription price in the Rights Issue has been set at
SEK 0.16 per share which, assuming the Rights Issue is fully subscribed, amounts to proceeds of approximatelySEK 46 million , before transaction costs. - For each existing share held on the record date, one (1) subscription right is received. The subscription rights entitle the holder to subscribe for new shares with preferential rights, whereby eleven (11) subscription rights give the right to subscribe for three (3) new shares.
- The Rights Issue is fully covered by subscription commitments and guarantee undertakings. Certain existing shareholders have entered into subscription commitments and underwriting commitments, including
Hadean Ventures ,Oslo Pensjonsforsikring AS ,IP Group Plc . andMP Pensjon PK . - The record date for the right to participate in the Rights Issue with preferential rights is
March 28, 2024 , and the subscription period is expected to run from and includingApril 3, 2024 , up to and includingApril 17, 2024 .
Summary of the Convertible Bonds
- The directed issue of Convertible Bonds comprises 100 convertibles, whereby one (1) convertible can be converted into 2,625,000 shares in the Company.
- Holders of the Convertible Bonds shall convert all of the loan amount within five banking days from the time at which the Company announces the interim data from the KL1333 Phase II study if it results in a positive, i.e. non futile, outcome at a conversion price of
SEK 0.000000380952380952381 per share. In connection with the conversion, holders of the convertibles shall pay an additional amount ofSEK 0.049999619047619 per share created through conversion to the Company to cover the difference between the conversion rate and the quota share value. In addition, holders of the convertibles shall, in connection with the conversion, pay an additional amount to the Company ofSEK 0.11 per share created through conversion. The conversion price, together with the two additional payments in connection with the conversion, shall correspond to the subscription price ofSEK 0.16 in the Rights Issue. - Payment of the convertible loan shall be due on
September 30, 2024 , provided conversion has not been made before. - Assuming full conversion, the gross proceeds from the Convertible Bonds amount to
SEK 42 million before transaction costs. - The directed issue of Convertible Bonds is fully subscribed for by certain existing shareholders, amongst others
Hadean Ventures ,Oslo Pensjonsforsikring AS ,IP Group Plc . andMP Pensjon PK and external investors including Formue Nord. - The reason for the deviation from the shareholders’ preferential right is that the Board of Directors believes that it is advantageous for the Company and for the Company’s owners to capitalize on the flexibility to raise capital on favourable terms and in a timely and cost-effective manner from institutional and professional investors. The issue of the Convertible Bonds, which is made with deviation from the shareholders' pre-emptive rights, will promote value creation for all shareholders of the Company. The Board of Directors’ overall assessment is therefore that there are good reasons to deviate from the shareholders’ preferential right and carry out the directed issue.
Background and reasons
The FALCON study is a global, randomized, placebo-controlled, potentially registrational, Phase II study testing KL1333 in adult patients with primary mitochondrial disease with mitochondrial DNA mutations who experience chronic fatigue and myopathy. Efficacy will be evaluated with two alternate primary endpoints, a mitochondrial disease-specific fatigue scale, and a functional test of myopathy, the 30 second Sit-to-Stand test, providing two opportunities to demonstrate clinical benefit. All patients will take KL1333 or placebo twice daily for 48 weeks. The study has an adaptive design and will be run in two waves separated by an interim analysis. The study will have 120 – 180 total patients participating.
In
Use of proceeds
The proceeds from the Rights Issue amount to approximately
- fund additional clinical activities for the KL1333 program, including initiating new countries for expansion of the FALCON-study during Wave 2 (approximately 80 per cent); and
- financing working capital and general corporate purposes (approximately 20 per cent)
Provided that the interim data from the KL1333 Phase II study is positive, i.e. non futile, the Company will raise an additional
- fund additional clinical, non-clinical, and CMC (manufacturing) activities for the KL1333 program (approximately 80 per cent); and
- financing working capital and general corporate purposes (approximately 20 per cent)
“I am happy to announce this financing round which will ensure that momentum continues in the KL1333 program as we review the interim analysis and prepare for the final stage of the KL1333 FALCON study. This financing will also elongate our runway, providing us time after the interim readout to further engage with potential strategic partners and hold robust discussions with investors”, said CEO
“Hadean is delighted to participate in this financing of
Terms and additional information about the Rights Issue
According to the proposed terms, registered shareholders of
The record date for determination of which shareholders are entitled to participation in the Rights Issue is
Subscription may also take place without subscription rights. In the event not all shares are subscribed for by use of subscription rights in accordance with the above, the Board of Directors shall, within the limit of the maximum amount of the Rights Issue, decide on allotment of shares subscribed for without subscription rights. Firstly, such allotment shall be made to those who have subscribed for shares with subscription rights, regardless if they were shareholders on the record date or not, pro rata in relation to the number of shares subscribed for through exercise of subscription rights and, insofar this cannot be done, by drawing lots. Secondly, allotment shall be made to those who have subscribed for shares without subscription rights, pro rata in relation to the number of shares subscribed for and, insofar this cannot be done, by drawing lots. Thirdly, allotment shall be made to those who have entered into so-called top guarantee undertakings, in relation to such guarantee undertakings. Fourthly, allotment shall be made to those who have entered into so-called bottom guarantee undertakings, in relation to such guarantee undertakings.
Trading in paid subscribed shares (“BTAs”) on Nasdaq Stockholm is expected to take place during the period from and including
Preliminary timetable for the Rights Issue
March 26, 2024 : Extraordinary General MeetingMarch 26, 2024 : Last day of trading in the share, including the right to receive subscription rightsMarch 27, 2024 : First day of trading in the share, excluding the right to receive subscription rightsMarch 28, 2024 : Record date for participation in the Rights Issue, i.e. holders of shares who are registered in the share register maintained byEuroclear Sweden AB on this date will receive subscription rights for participation in the Rights Issue with preferential rightApril 3 –April 12, 2024 : Trading in subscription rightsApril 3 –April 17, 2024 : Subscription periodApril 19, 2024 : Expected day for publication of the outcome of the Rights Issue
Subscription undertakings and guarantee commitments
The Rights Issue is fully covered by subscription undertakings and guarantee commitments. Subscription undertakings amount to approximately
In addition, the Rights Issue is covered by guarantee commitments of approximately
The Convertible Bonds
The directed issue of Convertible Bonds comprises 100 convertibles, whereby one (1) convertible can be converted into 2,625,000 shares in the Company. Subscription through payment for the Convertible Bonds shall take place within two (2) banking days of the date of the EGM approving the directed issue of the Convertible Bonds. The Board of Directors shall be entitled to extend the subscription and the payment period. The Convertibles Bonds nominal amount shall be
Holders of the Convertible Bonds shall convert the entirety of the loan amount within five banking days from the time at which the Company announces the interim data from the KL1333 Phase II study if it results in a positive, i.e. non futile, outcome at a conversion price of
Payment of the convertible loan shall be due on
The directed issue of Convertible Bonds is fully covered by subscription undertakings provided by certain existing shareholders, amongst others
Shares and dilution
Through the Rights Issue, the Company’s share capital will increase with up to approximately
If the underwriters choose to take their guarantee compensation in newly issued shares, there will be an additional increase in the share capital of up to approximately
Extraordinary General Meeting
The EGM to approve the board of directors’ resolution on the Transaction stated above will be held on March
All current shareholders who have entered subscription commitments in the Rights Issue, corresponding to about 49% of all outstanding shares in
Prospectus
A prospectus by reason of the Rights Issue and the Compensation Issue will be published no later than
Advisors
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