Yahoo Finance Immunovia carries out a rights issue of units of approximately SEK 70 million and raises bridge loans
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LUND, Sweden, May 20, 2024 /PRNewswire/ -- The Board of Directors of Immunovia AB (publ) ("Immunovia" or the "Company") has today, subject to approval by the Annual General Meeting on 19 June 2024, resolved to carry out an issue of shares and warrants ("units") with preferential rights for the Company's existing shareholders of initially approximately SEK 70 million (the "Rights Issue"). The Company has received subscription undertakings amounting to a total of approximately SEK 1.3 million, corresponding to approximately 2 percent of the Rights Issue. Furthermore, the Company has received guarantee commitments amounting to a total of approximately SEK 33.7 million, corresponding to approximately 48 percent of the Rights Issue, which in total is covered by subscription undertakings and guarantee commitments of approximately SEK 35.0 million, corresponding up to approximately 50 percent of the Rights Issue. Immunovia intends to use the proceeds from the Rights Issue to finance product development and clinical studies to demonstrate analytical and clinical validity of the Company's next generation test as well as ongoing business operations. The Rights Issue is subject to approval by the Annual General Meeting on 19 June 2024. The notice of the Annual General Meeting will be announced in a separate press release. To secure the Company's liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans of a total of SEK 15 million on market terms.
Summary
• The Rights Issue includes units and will initially, if fully subscribed, provide Immunovia with approximately SEK 70 million before issue costs. Each unit consists of two (2) shares, two (2) warrants series TO 2 and one (1) warrant series TO 3. The warrants are intended to be admitted to trading on Nasdaq Stockholm.
• One (1) warrant series TO 2 entitles the holder to subscription of one (1) share in the Company during the period from and including 2 January 2025 up to and including 16 January 2025, and one (1) warrant series TO 3 entitles the holder to subscription of one (1) share in the Company during the period from and including 1 April 2025 up to and including 15 April 2025. Thus, the Company may receive additional proceeds in January 2025 and in April 2025 if the warrants of series TO 2 and TO 3 are exercised for subscription of new shares.
• Final terms of the Rights Issue, including subscription price, are intended to be published no later than 6 August 2024. The subscription price per share in the Rights Issue will be priced at a customary discount to TERP (theoretical share price after separation of unit rights), however the subscription price shall in no event be less than the share's quota value multiplied by two (2).
• The Rights Issue is covered to approximately 2 percent by subscription undertakings and to approximately 48 percent by guarantee commitments, corresponding to approximately 50 percent of the Rights Issue in total.
• Provided that the Rights Issue is approved by the Annual General Meeting on 19 June 2024, the record date for the Rights Issue will be 14 August 2024, and the subscription period will run from and including 16 August 2024 up to and including 30 August 2024.
• The Company intends to publish a prospectus regarding the Rights Issue around 12 August 2024 (the "Prospectus").
• To secure the Company's liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans of a total of SEK 15 million on market terms.
Jeff Borcherding, CEO of Immunovia, comments:
"The capital we are seeking will fund the analytical and clinical validation studies needed to commercialize our next-generation test in 2025. The test showed strong performance in the recently announced model-development study. We are eager to move quickly to bring the test to market to satisfy the tremendous market demand for a simple blood test to detect pancreatic cancer."
Background and reason for the Rights Issue
Immunovia's mission is to increase survival rates for patients with pancreatic cancer by detecting the cancer at stage 1 or 2. Immunovia is currently developing its next-generation blood test to detect pancreatic cancer in high-risk individuals. Pancreatic cancer is a very lethal cancer with a low survival rate. The low survival rate is explained by the fact that pancreatic cancer is usually detected at a late stage when the tumor has metastasized and surgery is no longer an option. Pancreatic cancer is the third leading cause of cancer deaths in Europe and the United States.
Immunovia plans to introduce its next-generation test to the market in 2025. The U.S. will be the first market targeted for commercialization. The Company has made significant progress in developing the test in 2023. By restructuring and streamlining its operations, Immunovia has accelerated research and development progress, as confirmed by the successful completion of the discovery phase for the next-generation test. This discovery represents a significant breakthrough and marks an important milestone in the Company's quest for early detection of pancreatic cancer.
To ensure the accuracy and efficiency of the new test, Immunovia has partnered with leading scientists and experts in the field. For example, the Company relies on the counsel of its US scientific advisory board, which includes Prof. Randall Brand (University of Pittsburgh Medical Center), Prof. Diane Simeone (University of California at San Diego), Prof. Aimee Lucas (Mount Sinai Hospital), and Prof. Bryson Katona (University of Pennsylvania). These collaborations and many others have enabled Immunovia to acquire the samples needed to develop and study its next-generation test. These relationships are also important to the cost-efficient, rapid study of the next-generation test because these key opinion leaders are able to incorporate Immunovia's test into larger clinical studies they are conducting.
Immunovia has chosen to use the ELISA platform for the new test, which is expected to enable greater accuracy, faster scaling and lower costs compared to previous methods.
During 2024, Immunovia will focus on finalizing the development of the new test, proving its value through clinical studies and securing the resources and commercial partnerships required for a successful market launch in 2025. The Company is optimistic and looks forward to meeting the challenges ahead with the support of its assets, partnerships and expertise in the field.
Given the capital needs that these investments and the Company's other development and commercialization plans give rise to, Immunovia assesses that its existing working capital is not sufficient to cover the Company's capital needs. To ensure continued successful progress in accordance with the Company's business plan and strategy, Immunovia has therefore decided to carry out the Rights Issue.
Upon full subscription in the Rights Issue, the Company will initially receive approximately SEK 70 million before issue costs. The costs related to the Rights Issue are estimated at full subscription, to amount to a maximum of approximately SEK 10 million, of which approximately SEK 4.7 million is attributable to guarantee compensation (provided that all guarantors choose to receive the compensation in cash). The expected net proceeds from the Rights Issue are thus estimated to amount to approximately SEK 60 million. The net proceeds from the Rights Issue, after repayment of bridge loans, are intended to be used for the following purposes:
• Research and development, which includes product development as well as clinical studies to demonstrate analytical and clinical validity of Immunovia's next-generation test.
• Ongoing business operations, which include general operating expenses in line with the Company's strategy.
In January 2025 and April 2025, respectively, the Company may receive additional proceeds if the warrants of series TO 2 and TO 3 issued in the Rights Issue are exercised for subscription of shares. The proceeds from the exercise of warrants of series TO 2 and TO 3 are primarily intended to finance additional studies to support reimbursement and working towards a U.S. commercial launch together with a commercial partner.
Terms of the Rights Issue
The Board of Directors has today, subject to the approval by the Annual General Meeting on 19 June 2024, resolved on an issue of units consisting of shares and warrants series TO 2 and TO 3, with preferential rights for existing shareholders. Through the Rights Issue, Immunovia may receive initial issue proceeds of approximately SEK 70 million, excluding the additional proceeds that may be received upon exercise of the warrants that are issued in the Rights Issue. Those who are registered as shareholders in the Company on the record date 14 August 2024 are entitled to subscribe for units with preferential rights.
Final terms of the Rights Issue including subscription price, increase of the share capital and number of shares and warrants issued, are intended to be published no later than 6 August 2024. Each unit consists of two (2) shares, two (2) warrant series TO 2 and one (1) warrant series TO 3. The warrants are issued free of charge. The subscription price per units in the Rights Issue will be priced at a customary discount to TERP (theoretical share price after separation of unit rights), however the subscription price shall in no event be less than the share's quota value multiplied by two (2).
Subscription of units with or without preferential rights shall be made during the period from and including 16 August 2024 up to and including 30 August 2024. Unit rights that are not exercised during the subscription period will become invalid and lose their value. Trading in unit rights takes place on Nasdaq Stockholm during the period from and including 16 August 2024 up to and including 27 August 2024 and trading in BTU (paid subscribed units) during the period from and including 16 August 2024 up to and including 23 September 2024.
One (1) warrant series TO 2 entitles the holder the right to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the Company's share on Nasdaq Stockholm during the period from and including 12 December 2024 up to and including 27 December 2024, however not less than the share's quota value and not higher than 125 percent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 2 shall be made during the period from and including 2 January 2025 up to and including 16 January 2025.
One (1) warrant series TO 3 entitles the holder the right to subscribe for one (1) new share in the Company to a subscription price corresponding to seventy (70) percent of the volume-weighted average price of the Company's share on Nasdaq Stockholm during the period from and including 14 March 2025 up to and including 27 March 2025, however not less than the share's quota value and not higher than 150 percent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 3 shall be made during the period from and including 1 April 2025 up to and including 15 April 2025.
If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and thirdly, to those who have provided guarantee commitments with regard to subscription of units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
Subscription undertakings and guarantee commitments
The Company has received subscription undertakings from existing shareholders, including all shareholding members of the Company's Board of Directors and management, among others the Company's CEO Jeff Borcherding, committing to subscribe for at least their respective pro rata share of the Rights Issue, amounting in total to approximately SEK 1.3 million, corresponding to approximately 2 percent of the Rights Issue. No compensation will be paid for subscription undertakings.
The Company has also entered into agreements with a number of external investors on guarantee commitments of a total of approximately SEK 33.7 million, corresponding to approximately 48 percent of the Rights Issue. Cash compensation is paid with 14 percent of the guaranteed amount, corresponding to a total of approximately SEK 4.7 million, or 16 percent of the guaranteed amount in the form of newly issued units in the Company, with the same terms and conditions as for units in the Rights Issue, however that the subscription price per unit shall correspond to the volume-weighted average share price of the Company's share on Nasdaq Stockholm during the subscription period in the Rights Issue (i.e. during the period 16 August 2024 – 30 August 2024) multiplied by two (2), however not lower than the subscription price in the Rights Issue.
In total, the Rights Issue is covered by subscription undertakings and guarantee commitments amounting up to approximately SEK 35.0 million, corresponding to approximately 50 percent of the Rights Issue.
In order to enable issue of units as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued units, the Board of Directors has proposed that the Annual General Meeting on 19 June 2024, which is proposed, among other things, to resolve on approval of the Rights Issue, reduction of the share capital and amendment of the Articles of Association, also resolves on authorization for the Board of Directors to resolve on issue of such units to guarantors.
A subscription of units in the Rights Issue (other than by exercising preferential rights) which result in an investor acquiring a shareholding corresponding to or exceeding a threshold of ten (10) percent or more of the total number of votes in the Company following the completion of the Rights Issue, must prior to the investment be filed with the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). To the extent any guarantors' fulfilment of their guarantee commitment entails that the investment must be approved by the Inspectorate of Strategic Products in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), such part of the guarantee is conditional upon notification that the application of the transaction is left without action or that approval has been obtained from the Inspectorate of Strategic Products.
Preliminary time plan for the Rights Issue
19 June 2024 | Annual General Meeting |
6 August 2024 | Publication of final terms of the Rights Issue, including subscription price |
12 August 2024 | Estimated publication of the Prospectus |
12 August 2024 | Last day of trading incl. preferential rights |
13 August 2024 | First day of trading excl. preferential rights |
14 August 2024 | Record date in the Rights Issue |
16 August 2024 – 30 August 2024 | Subscription period |
16 August 2024 – 27 August 2024 | Trading in unit rights |
3 September 2024 | Estimated publication of the outcome of the Rights Issue |
16 August 2024 – 23 September 2024 | Trading in paid subscribed units ("BTU") |
Lock-up agreements
In connection with the Rights Issue, all shareholding members of the Board of Directors and senior management in Immunovia have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or carry out other transactions with a similar effect as a sale unless, in each individual case, first having obtained written approval from Vator Securities AB. Decisions to give such written consent are resolved upon by Vator Securities AB and an assessment is made in each individual case. Consent may depend on both individual and business reasons. The lock-up undertakings only cover the shares held prior to the Rights Issue and the lock-up period lasts for 180 days after the announcement of the Rights Issue.
Annual General Meeting
The Board of Directors' resolution on the Rights Issue is subject to approval by the Annual General Meeting on 19 June 2024. The resolution on the Rights Issue is subject to and conditional upon that the Annual General Meeting also resolves to reduce the share capital and to amend the articles of association in accordance with the Board of Directors' proposal to the Annual General Meeting. Notice of the Annual General Meeting will be announced in a separate press release.
Bridge loans
In order to secure the Company's liquidity needs until the Rights Issue has been completed, the Company has raised bridge loans of a total of SEK 15 million from Fenja Capital I, Wilhelm Risberg and Fredrik Lundgren. As compensation for the loans an arrangement fee of 5 percent and a monthly interest rate of 1.5 percent are paid. According to the bridge loans, the loans shall be repaid in connection with the Rights Issue or no later than 30 September 2024.
Prospectus
Full terms and conditions for the Rights Issue, as well as other information about the Company and information about subscription undertakings, guarantee commitments and lock-up agreements will be presented in the Prospectus that the Company is expected to publish around 12 August 2024.
Advisers
Vator Securities AB acts as financial adviser to Immunovia in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal adviser to Immunovia in connection with the Rights Issue. Vator Securities AB acts as the issuing agent in connection with the Rights Issue.
For more information, please contact:
Jeff Borcherding
CEO and President
jeff.borcherding@immunovia.com
Karin Almqvist Liwendahl
Chief Financial Officer
karin.almqvist.liwendahl@immunovia.com
+46 70 911 56 08
This information is such information as Immunovia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 23.45 CET on 20 May 2024.
Immunovia in brief
Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer. Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer.
USA is the world's largest market for detection of pancreatic cancer. The company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing.
Immunovia's shares (IMMNOV) are listed on Nasdaq Stockholm. For more information, please visit www.immunovia.com
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Immunovia. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Immunovia will only be made through the Prospectus that Immunovia estimates to publish on 12 August 2024 on Immunovia's website, www.immunovia.com. The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Immunovia. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Immunovia have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area ("EEA"), no public offering of shares, warrants or other securities ("Securities") is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
Vator Securities AB is acting for Immunovia in connection with the transaction and no one else, and will not be responsible to anyone other than Immunovia for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
Since Immunovia conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). The Company will, no later than in connection with the publication of the Prospectus, publish more information about this on the Company's website, www.Immunovia.com.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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