Saniona publishes prospectus in connection with forthcoming rights issue
January 18, 2024 at 02:01 pm EST
Share
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES PURSUANT TO APPLICABLE LAW. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.
The board of directors of Saniona AB (“Saniona” or the “Company”) has prepared a prospectus (the “Prospectus”) relating to the rights issue of units of approximately SEK 140.9 million, which was resolved by the Board of Directors on 4 December 2023, and approved by the extraordinary shareholders’ meeting held on 16 January 2024 (the “Rights Issue”). The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority.
Summary of the Rights Issue
Anyone who is registered as a shareholder in Saniona on the record date, 18 January 2024, will receive eight (8) unit rights per one (1) existing share in Saniona. Fifteen (15) unit rights entitle the holder to subscribe for one (1) unit. Each unit consists of two (2) shares and one (1) warrant series TO 4. One warrant series TO 4 entitles to subscription of one (1) new share in the Company.
The Rights Issue entails the issuance of a maximum of 34,201,054 units, corresponding to 68,402,108 shares and 34,201,054 warrants series TO 4.
The subscription price in the Rights Issue has been set to SEK 4.12 per unit, corresponding to SEK 2.06 per share. The warrants series TO 4 are issued free of charge.
Upon full subscription in the Rights Issue, Saniona will initially receive approximately SEK 140.9 million before issue costs. In the event the warrants series TO 4 are exercised for subscription of new shares, the Company will receive additional proceeds in April 2025.
The subscription period in the Rights Issue will run from and including 22 January 2024 up to and including 5 February 2024.
The Company intends to use the net proceeds from the Rights Issue to finance repayment of part of outstanding loan, development of the Company’s drug candidate SAN711 and development of other programs in the project portfolio, including SAN2219 and SAN2355, as well as other operational costs.
The Rights Issue is covered by subscription undertakings up to approximately 4 per cent and by guarantee commitments up to approximately 56 per cent, corresponding to a total of approximately 60 per cent of the Rights Issue. Among the parties providing the subscription undertakings are senior management and all members of the board of directors, including Thomas Feldthus, CEO, with SEK 0.75 million, and Jørgen Drejer, chairman of the board of directors, with SEK 0.4 million.
For complete information on the Rights Issue, please see the published Prospectus.
The Prospectus
The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, on 18 January 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions, is available on the Company’s website (www.saniona.com) and Vator Securities’ website (www.vatorsecurities.se). The Prospectus will also be available on the Swedish Financial Supervisory Authority’s website (www.fi.se). Subscription forms will be available on the Company’s and Vator Securities’ respective websites.
Time plan for the Rights Issue
18 January 2024
Record date for participation in the Rights Issue
22 – 31 January 2024
Trading in unit rights on Nasdaq Stockholm
22 January – 5 February 2024
Subscription period
22 January 2024 – Until the Rights Issue is registered with the Swedish Companies Registration Office
Trading in paid subscribed units (Sw. BTU)
Around 7 February 2024
Publication of outcome in the Rights Issue
Advisers
Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue. Vator Securities AB is also issuing agent in connection with the Rights Issue.
Saniona AB is a Sweden-based company active in the field of biotechnology. It operates in the area of drugs targeting ion channels to develop therapeutics for pain, central nervous system, and inflammatory or autoimmune diseases. The Company develops a technology platform which enables investigation of all types of ion channel drug targets. Its research is focused on GABAA receptors, nicotinic acetylcholine receptors and potassium channels. The clinical pipeline includes: AN788, a clinical candidate for second line treatment of major depressive disorder (MDD); AN761, to be developed for cognition deficits in schizophrenia and Alzheimer's disease; AN363, a candidate for treatment of pain disorders; and AN346, an anti-inflammatory treatment in inflammatory bowel disease (IBD); as well as several other projects. The Company is engaged in partnerships with Janssen Pharmaceuticals Inc, Pfizer Inc and Atlas Venture Inc.