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.
NextCell Pharma AB (publ) ("NextCell" or the "Company") announces that the Company has agreed to a so-called top guarantee of a total of approximately SEK 8.0 million, corresponding to approximately 20.0 percent of the transaction, from qualified investors in the Company's ongoing rights issue of units of up to approximately SEK 40.1 million before issue costs, in which the subscription period commenced on 31 May 2024 (the "Rights Issue"). With the addition of the top guarantee, the Rights Issue is now covered up to approximately 100 percent by subscription undertakings and guarantee commitments.
The Rights Issue was previously covered to approximately 80 percent by subscription and guarantee commitments, corresponding to approximately SEK 32.1 million. With the top guarantee, the Rights Issue is now covered to approximately 100 percent, corresponding to approximately SEK 40.1 million, by subscription and guarantee commitments. One participant in the top guarantee who is a shareholder in the Company has, in addition to the guarantee commitment, entered into a subscription undertaking corresponding to the shareholder’s pro-rata share in the Rights Issue, amounting to approximately SEK 0.3 million.
Commission for top guarantees amounts to 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. Each (1) unit will consist of one (1) newly issued share and one (1) warrant of series TO2 free of charge. The subscription price per share for units issued to guarantors will correspond 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, but no less than the subscription price in the Rights Issue.
The subscription undertakings and guarantee commitments are not secured by bank guarantee, escrow funds, pledging, or similar arrangements in order to ensure that the proceeds covered by the commitments will be contributed to the Company.
Due to the above, the Company will prepare a supplementary prospectus, which will be submitted to the Swedish Financial Supervisory Authority as soon as possible. Additional information about the parties who have entered into the guarantee undertakings will be disclosed in the supplementary prospectus.
Advisors
Redeye AB is financial advisor to NextCell in connection with the Rights Issue. Törngren Magnell & Partners Advokatfirma KB is legal advisor to the Company 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 shares, paid subscribed units, unit rights or other securities in NextCell in any jurisdiction. An invitation to eligible persons to subscribe for unit rights in NextCell will only be made through the prospectus published by the Company on 30 May 2024 by reason of the Rights Issue (the “Prospectus”).
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 Prospectus. 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.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in Securities. Any investment decision to acquire or subscribe for Securities in connection with the Rights Issue must be made only on the basis of the Prospectus.
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.