THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS SUBJECT IN WHOLE OR IN PART TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN ELICERA THERAPEUTICS AB. SEE ALSO THE "IMPORTANT INFORMATION" SECTION BELOW.
Gothenburg, Sweden, June 9, 2021 - Elicera Therapeutics AB (publ), a clinical stage cell and gene therapy company that develops immunooncological treatments focusing on CAR T-cells and oncolytic viruses, announced today that the Company's issue of units of approximately SEK 52 million prior to the planned listing on the Nasdaq First North Growth Market (the "Offer") was subscribed for approximately 171 percent spread over about 3 600 subscribers. Subscriptions have been received from the public as well as from anchor investors who have made subscription commitments. Due to the great demand, the Board has decided to use the over-allotment option of an additional SEK 10 million. In total, the Company will thus receive SEK 62 million before issue costs. The preliminary first trading day for the Company's shares and warrants on Nasdaq First North Growth Market is June 11, 2021 for the shares and around June 30 for the warrants, provided the application receives final approval.
CEO Jamal El-Mosleh comments:
“We are very happy and proud of the great interest that Elicera has generated, and we warmly welcome all new shareholders. The capital injection makes it possible for us to implement our development plan and increase the pace of our various projects. There are significant unmet medical needs in our fast-growing clinical areas, and we look forward to being able to provide vital treatments for cancer patients who in many cases lack adequate treatment alternatives.”
Listing issue in summary
Elicera has completed an issue prior to the planned listing on the Nasdaq First North Growth Market. The public and institutional investors in Sweden and abroad were offered to subscribe for a maximum of 6,500,000 units at a price of SEK 8.00 per unit, which corresponds to issue proceeds of SEK 52 million before issue costs. Each unit consists of one (1) share and one (1) free warrant of series TO1. The subscription period in the Offer lasted during the period May 24 - June 8, 2021. The proceeds from the Offer are intended to be used primarily to finance the development of clinical and preclinical studies of the Company's four drug candidates.
Final outcome
Due to the heavily oversubscribed Offer, all 6,500,000 units are issued, all to be paid in cash. In addition, the Board has decided to, in accordance with the terms described in the prospectus published on May 21, 2021, issue an additional 1,250,000 units through so-called over-allotment, against cash payment. In total, Elicera will thus receive SEK 62 million in cash issue proceeds before issue costs. After the registration of all the above issued units, the number of shares in the Company will increase from 12,032,000 to 19,782,000 and the number of warrants of series TO1 will amount to 7,750,000. The share capital in the Company will increase from SEK 505,344 to SEK 830,844. If all warrants of series TO1 are exercised for subscription of shares during the period 1 November - 30 November 2022, an additional 3,875,000 new shares will be issued and the Company's share capital will thus increase by SEK 162,750. If all warrants of series TO1 are exercised for subscription of shares, the Company will receive approximately SEK 45 million before issue costs. The total dilution effect due to the Offer amounts to approximately 39% (excluding any exercise of the warrants of series TO1).
Allocation notice
Approximately 2 330 subscribers have received allotment and will be notified of this via their respective bank. Shares will be delivered in connection with the payment of cash. As soon as the Offer has been registered with the Swedish Companies Registration Office, new warrants of series TO1 will be delivered to the respective depot or VP account. Following the completion of the Offer, the number of shareholders will amount to approximately 2 335.
Preliminary first trading day
Preliminary first trading day for the Company's shares on Nasdaq First North Growth Market is on June 11, 2021, subject to final approval of the application. The warrants that are included free of charge in the units that are issued will be admitted to trading after the issue's registration according to a later press release, tentatively on 30 June.
Advisor
G&W Fondkommission is the financial advisor to Elicera in connection with the Offer and will be the Company's Certified Adviser on the Nasdaq First North Growth Market. The law firm Delphi is a legal advisor to Elicera in connection with the Offer. Aktieinvest Fondkommission AB is the Issuing Institution and Nordnet Bank AB Selling Agent for the Offer.
Certified Adviser
G&W Fondkommission has been appointed the Company's Certified Adviser for the upcoming listing on the Nasdaq First North Growth Market (subject to approved application). E-mail: ca@gwkapital.se, tel .: 08-503 000 50.
For further information please contact:
Jamal El-Mosleh, CEO, Elicera Therapeutics AB
Phone: +46 (0) 703 31 90 51
jamal.elmosleh@elicera.com
About Elicera Therapeutics AB
Elicera Therapeutics AB is a clinical phase cell and gene therapy company that develops the next generation of immuno-oncology treatments. The work is based on high-profile long-standing research conducted by Professor Magnus Essand's research group at Uppsala University and has resulted in the development of four drug candidates, including two CAR T cells and two oncolytic viruses. In addition, Elicera has developed a technology platform called iTANK that can be used to optimize all CAR T cells in development and activate killer T cells against cancer.
For more information, please visit www.elicera.com
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares or other securities in Elicera. The invitation to interested persons to subscribe for shares and warrants in Elicera will only be made through the prospectus that Elicera published May 21, 2021. No action has been, or will be taken, by Elicera to allow an offer to the public in jurisdictions other than Sweden. This press release may not be published, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore or the United States or any other jurisdiction where such action is subject in whole or in part to legal restrictions, or would require additional prospectuses, registration or other measures than what is required by Swedish law. The information contained in this press release may also not be transmitted or reproduced in ways that are contrary to such restrictions or would entail such requirements. Measures contrary to this instruction may constitute a breach of applicable securities laws. New shares and warrants subscribed for in the Offering have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act") and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except under an applicable exemption from the registration requirements of the Securities Act. The Offer is also not addressed to persons domiciled in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore or in any other jurisdiction where participation would require additional prospectuses, registration or other measures than those under Swedish law.