NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE
The Board of Directors of
Summary
- Upon full subscription, the Rights Issue provides
Biosergen with approximatelySEK 60.2 million before issuing costs. -
In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided with an additional maximum of approximately
SEK 54.2 million . - The Rights Issue is covered to approximately 70 percent through subscription- and underwriting commitments.
-
All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date,
September 13, 2022 . Seven (7) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of five (5) newly issued shares and three (3) warrants of series TO2. The subscription price per unit isSEK 15.00 , corresponding toSEK 3.00 per share (the warrants are issued free of charge). -
The subscription period for the Rights Issue will run from
September 15, 2022 , up to and includingSeptember 29, 2022 . -
In conjunction with the Rights Issue, Östersjöstiftelsen and
Peder M. Andersen has decided to offset debt to the Company against units. The debt to Östersjöstiftelsen will be offset against 466 666 units, corresponding toSEK 7,000,000 , and the debt toPeder M. Andersen will be offset against 51 379 units, corresponding toSEK 770,685 .
Background and rationale in summary
The proceeds of the Rights Issue and the warrants of series TO2 shall primarily be used for:
- Continuous development of the Company's drug candidate, BSG005.
- Funding the Phase 1 study and the required pharmaceutical development of API and drug product.
- Initiate the phase II program.
Comment from the CEO
Terms for the Rights Issue
The Board of Directors of
- All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date,
September 13, 2022 , and seven (7) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of five (5) newly issued shares and three (3) warrants of series TO2. -
The subscription price per unit is
SEK 15.00 , corresponding toSEK 3.00 per share (the warrants are issued free of charge). - The Rights Issue entails an issue of a maximum of 4,014,539 units, corresponding to 20,072,695 shares and 12,043,617 warrants of series TO2.
-
Upon full subscription in the Rights Issue, the Company receives approximately
SEK 60.2 million before transaction costs. -
The subscription period for subscription of units will run from
September 15, 2022 , up to and includingSeptember 29, 2022 . -
The subscription price for subscription of shares with the support of warrants of series TO2 corresponds to 70 percent of the volume-weighted average price paid for the Company's shares on Nasdaq First North Growth Market during the period from
July 28, 2023 , toAugust 10, 2023 , but not less than the share's quota value and not more thanSEK 4.50 . -
The exercise period for subscription of shares with the support of the warrants of series TO2 will run from
August 14, 2023 , toAugust 25, 2023 . -
In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided with an additional maximum of approximately
SEK 54.2 million . -
Through the Rights Issue, the share capital may increase by a maximum of
SEK 501,817.375 , fromSEK 702,544.375 toSEK 1,204,361.750 . Upon full exercise of the warrants of series TO2 covered by the Rights Issue, the share capital may increase by an additionalSEK 301,090.425 , fromSEK 1,204,361.750 toSEK 1,505,452.175 . - The existing shareholders in the Company who do not subscribe for units in the Rights Issue will be subject to dilution. A fully subscribed Rights issue entails a dilution corresponding to 41.67 percent. The maximum increase in the number of shares in the Company as a result of full subscription of the Rights Issue and full exercise of attached warrants of series TO2 may entail a further dilution of approximately 20.00 percent.
- The Company intends to apply for admittance of trading of the warrants of series TO2 on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.
Subscription commitments, underwriting commitments, lock-up and the compensation issue
The Rights Issue is covered to approximately 70 percent through subscription commitment and underwriting commitments. The subscription commitments and underwriting commitments are not secured through bank guarantees, pledge, or similar arrangements. Subscription commitment of approximately
Furthermore Östersjöstiftelsen,
Indicative timetable
Last day of trading in | |
First day of trading in | |
Record date for obtaining unit rights. Shareholders who are registered in the share register kept by | |
Trading with unit rights on Nasdaq First North Growth Market | |
Subscription period for the Rights Issue | |
Trading with BTU on Nasdaq First North Growth Market | |
Estimated date for announcement of the Rights Issue outcome |
Prospectus
An EU growth prospectus will be available before the beginning of the subscription period on the Company's website, www.biosergen.net.
Advisers
For further information about
Dr.
Telephone: +45 2080 2470
E-mail: peder.andersen@biosergen.net
Certified Adviser
Telefon: +46 8 463 8000
E-mail: certifiedadviser@penser.se
This information is such information that
ABOUT
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
Within the European Economic Area, no offer is made to the public of securities in any country other than
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.
https://news.cision.com/biosergen-ab/r/biosergen-ab--biosergen-s-board-of-directors-decides-on-a-rights-issue-of-units-of-approximately-sek,c3624030
https://mb.cision.com/Main/20568/3624030/1622412.pdf
(c) 2022 Cision. All rights reserved., source