NOT FOR PUBLICATION, RELEASE DISSEMINATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SWITZERLAND, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER STATE, TERRITORY OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN IMMUNOVIA AB (PUBL). FOR MORE INFORMATION, SEE THE SECTION IMPORTANT INFORMATION BELOW.
LUND (SWEDEN) – Today, the board of directors of Immunovia AB (publ) (“Immunovia” or the “Company”) announces the outcome of the rights issue of shares that was announced on 20 February 2023 (the “Rights Issue”). In total, 10,392,876 shares were subscribed for by exercise of subscription rights, corresponding to approximately 34.4 per cent of the Rights Issue, and 625,071 shares were subscribed for without exercise of subscription rights, corresponding to approximately 2.1 per cent of the Rights Issue. 11,637,970 shares were subscribed for by guarantors, corresponding to approximately 38.6 per cent of the Rights Issue. The Rights Issue was thus subscribed to approximately 75.1 per cent and Immunovia will thereby receive approximately SEK 151.8 million before issue costs.
SUBSCRIPTION AND ALLOCATION
In total, 10,392,876 shares were subscribed for by exercise of subscription rights, corresponding to approximately 34.4 per cent of the Rights Issue, and 625,071 shares were subscribed for without exercise of subscription rights, corresponding to approximately 2.1 per cent of the Rights Issue. 11,637,970 shares were subscribed for by guarantors, corresponding to approximately 38.6 per cent of the Rights Issue. The Rights Issue was thus subscribed to approximately 75.1 per cent and Immunovia will thereby receive approximately SEK 151.8 million before issue costs.
Allocation of shares subscribed for without subscription rights has been carried out in accordance with the principles stated in the prospectus that was prepared due to the Rights Issue and which was published by the Company on 17 March 2023 (the “Prospectus”). Notification of allocation will be announced through a settlement note that will be sent out to each subscriber. Allocated shares shall be paid in accordance with the instructions on the settlement note.
CHANGE IN SHARE CAPITAL AND NUMBER OF SHARES AS WELL AS DILUTION
Through the Rights Issue, the number of shares in the Immunocia will increase by 22,655,917 shares, from 22,631,581 shares to 45,287,498 shares, and the share capital will increase by SEK 1,132,795.85, from SEK 1,131,579.05 to SEK 2,264,374.90, which corresponds to a dilution effect of approximately 50.0 per cent of the total number of shares and votes in the Company.
In connection with the Rights Issue, the Company has entered into agreements on issue guarantees. For such guarantee commitments, a guarantee compensation is paid in the form of cash amounting to fourteen (14) percent of the guaranteed amount or alternatively sixteen (16) percent of the guaranteed amount in the form of newly issued shares in the Company. If the guarantee compensation is to be paid in shares, the new shares are intended to be issued following a board resolution based on the board of directors’ authorization to issue shares granted by the annual general meeting 2022 and at a subscription price corresponding to the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the subscription period for the Rights Issue, however not lower than the subscription price in the Rights Issue, and provided that the subscription price is deemed by the Company to correspond to market terms. If applicable, the subscription price for the newly issued shares will amount to SEK 6.76. Assuming that all guarantors choose to receive the compensation in shares, a maximum of 3,176,119 new shares will be issued as guarantee compensation, which corresponds to a dilution effect of approximately 12.3 per cent of the total number of shares and votes in the Company.
TRADING IN BTA
Trading in paid subscribed shares (Sw. betalda tecknade aktier, BTA) will take place on Nasdaq Stockholm with the short name IMMNOV BTA until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is expected to take place around week 16, 2023. Thereafter, the BTAs will be converted into shares.
Vator Securities is the financial advisor to the Company in connection with the Rights Issue. Vator Securities also acts as the issuer agent in the Rights Issue. Advokatfirman Vinge KB is the legal advisor to the Company in connection with the Rights Issue.
FOR MORE INFORMATIONS, PLEASE CONTACT:
Philipp Mathieu, President and CEO
Karin Almqvist Liwendahl, CFO
Phone: +46 709 11 56 08
The information was submitted for publication through the agency of the contact persons above on 12 April 2023, at 18:45 CEST.
Immunovia AB is a diagnostic company with the vision to revolutionize blood-based diagnostics and increase survival rates for patients with cancer. The company is headquartered in Lund, Sweden. Immunovia has been a listed company since 2015, with shares traded (as IMMNOV) on Nasdaq First North in Stockholm and since 3 April 2018 traded on Nasdaq Stockholm. For more information please visit www.immunovia.com.
Publication, release or distribution of this press release may in certain jurisdictions, be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in Immunovia in any jurisdiction, neither from Immunovia nor from anyone else.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration or without an exemption from registration under the U.S. Securities Act of 1993, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities laws.
This press release contains forward-looking statements regarding the Company’s intentions, beliefs or expectations about the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could”, and, in each case, negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or be accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by the forward-looking statements in this press release. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct and any reader of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or the Nasdaq Stockholm Rulebook for Issuers.
Potential investors should not place undue reliance on the forward-looking information contained herein, and potential investors are strongly encouraged to read those parts of the prospectus that include a more detailed description of factors that may affect the Company’s business and the market in which the Company operates.
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