THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, BELARUS, RUSSIA OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of NextCell Pharma AB (publ) (“NextCell” or the “Company”) has today, based on the authorisation from the Annual General Meeting on 30 November 2023, resolved on a directed issue of 894,329 units to guarantors who provided guarantee commitments in the rights issue of units resolved upon by the Board of Directors on 24 April 2024 (the “Right Issue”), in accordance with guarantee agreements entered into (the “Remuneration Issue”). Each (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The subscription price in the Remuneration Issue is SEK 1.50 per unit and payment is made by offsetting the guarantors’ claims on the Company.
In connection with the Rights Issue, the Company received guarantee commitments from a number of existing shareholders and external investors. The guarantors are, according to the guarantee agreements, entitled to remuneration, whereby commission for the bottom guarantees is paid with either 12 percent of the guaranteed amount in cash, or with 14 percent of the guaranteed amount in the form of newly issued units in the Company, and commission for the top guarantees is paid with either 8 percent of the guaranteed amount in cash, or 10 percent of the guaranteed amount in the form of newly issued units in the Company.
Eleven of the guarantors in the Rights Issue have chosen to receive guarantee commission in the form of units. Accordingly, the Board of Directors of NextCell has today, based on the authorisation from the Annual General Meeting on 30 November 2023, resolved on the Remuneration Issue, comprising 894,329 units. Each (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The Company's financial commitment for guarantee commission is thereby reduced by approximately SEK 1.34 million, of which approximately SEK 0.82 million relates to bottom guarantees and approximately SEK 0.52 million relates to top guarantees.
The reason for the deviation from the shareholders' preferential rights in the Remuneration Issue is to fulfil the Company's obligations toward the guarantors, since the guarantors, according to the guarantee agreements that were entered into in order to ensure the required level of participation in the Rights Issue, have the right to set-off their claims against the Company that have arisen as a result of the guarantee commitments provided in connection with the Rights Issue.
Payment shall be made through set-off of claims against the Company, which consists of the guarantors' guarantee commissions. The subscription price in the Remuneration Issue amounts, in accordance with the guarantee agreements entered into, to SEK 1.50 per share, corresponding to SEK 1.50 per share, which corresponds to the volume-weighted average price (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue. The warrants are issued free of charge. The guarantee commission and the subscription price was determined through negotiations at arm’s length between the Company and the guarantors, in consultation with the Company’s financial advisor and through analysis of several market factors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect prevailing market conditions.
Through the Remuneration Issue, the total number of shares in the Company increases by 894,329, from 72,196,998 shares to 73,091,327 shares, and the share capital increases by SEK 183,337.445, from SEK 14,800,384.590 to SEK 14,983,722.035. This corresponds to a dilution effect of approximately 1.22 percent of the total number of shares and votes in the Company.
Upon full exercise of all warrants of series TO2 issued in the Remuneration Issue, the total number of shares in the Company will increase by an additional 894 329, from 73,091,327 shares to 73,985,656 shares, and the share capital will increase by an additional SEK 183,337.445, from SEK 14,983,722.035 to SEK 15,167,059.480. This corresponds to a dilution effect of approximately additional 1.21 percent of the total number of shares and votes in the Company.
Warrants of series TO2
Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the Company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price when subscribing for new a share by support of a warrant shall be set at an amount corresponding to 70 percent of the volume-weighted average price of the Company's share during the period from and including 2 May 2025 until and including 15 May 2025, but no less than SEK 1 and no more than SEK 3. Complete terms and conditions for the warrants are available on the Company's website, www.nextcellpharma.com.
Advisors
Redeye AB is financial advisor to NextCell in connection with the Rights Issue. Törngren Magnell & Partners Advokatfirma KB is legal advisor to NextCell in connection with the Rights Issue.
For more information about NextCell Pharma, please contact
Mathias Svahn, CEO
Patrik Fagerholm, CFO
Tel: +46 8 735 5595
E-mail: info@nextcellpharma.com
Websites:
NextCell Pharma AB: www.nextcellpharma.com
Cellaviva Sverige: www.cellaviva.se
Cellaviva Danmark: www.cellaviva.dk
LinkedIn: https://www.linkedin.com/company/15255207/
Twitter: https://twitter.com/NextCellPharma
Certified Adviser
FNCA Sweden AB is assigned as Certified Adviser.
About NextCell Pharma AB
NextCell is a cell therapy company that is in phase 2 studies with the drug candidate ProTrans for the treatment of type 1 diabetes. The focus is to obtain market approval of ProTrans via a phase 3 study. ProTrans is manufactured utilizing the patented platform technology for selection of optimal cells with potency to treat inflammatory disorders including autoimmune diseases. NextCell owns Cellaviva, the largest stem cell bank in the Nordics and QVance, a quality analysis CRO company in start up.
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with any securities in NextCell in any jurisdiction.
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "USA"), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Korea, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law.
This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No shares, paid subscribed units, unit rights, or other securities issued by the Company (the "Securities") have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws in any other state or jurisdiction in the USA, and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the Prospectuses. To assert the contrary is a criminal act in the USA.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
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's version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom's 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"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.