Biosergen AB conducts a directed share issue to underwriters in connection with the completed exercise period for warrants of series TO3
The exercise period for Biosergen AB (”Biosergen” or the "Company") warrants of series TO3 (the "Warrants") was completed on November 29, 2024. In accordance with the underwriting agreements entered into in connection with the exercise of the Warrants, the Board of Directors has today, on December 3, 2024, relying on the authorization from the Annual General Meeting on June 14, 2024, decided on a directed share issue of 6,348,670 shares (the "Directed Issue") to a number of investors ("the Underwriters"). The subscription price in the Directed Issue is SEK 0.49, which corresponds to the subscription price for the exercise of the Warrants. By utilizing the underwriting commitments, the Company will receive a total of approximately SEK 44.9 million before issue costs.
In accordance with what was communicated in a press release on November 18, 2024, the Company received top underwriting commitments totaling approximately SEK 15.1 million from the Underwriters, corresponding to about 33.5 percent of the issue proceeds that the Company could obtain through the exercise of the Warrants. In accordance with the underwriting agreements, underwriting compensation will be provided for the underwriting commitments in an amount corresponding to ten (10) percent of the underwritten amount in the form of cash or, alternatively, twelve (12) percent of the underwritten amount in the form of newly issued shares in the Company. The subscription price in the Directed Issue has been determined in the underwriting agreements through negotiations between the Underwriters and the Company at arm’s length and corresponds to the exercise price for the Warrants, i.e., SEK 0.49 per share.
As communicated following the outcome of the Warrants on December 3, 2024, a total of 85,352,658 Warrants, corresponding to 93.1 percent of the total number of Warrants, were exercised for the subscription of 85,352,658 new shares in the Company. This means that the underwriting commitments will be utilized for 6,348,670 newly issued shares to cover the portion of Warrants that was not exercised by the holders of Warrants. The utilized portion of the underwriting commitment means that the Company will receive a total of approximately SEK 44.9 million through the Directed Issue and the exercise of Warrants
The reason for deviating from the shareholders' preferential rights in the Directed Issue is to fulfill the Company’s commitments to the Underwriters as a result of the entered underwriting agreements and to meet the Company's capital needs. Furthermore, the Board of Directors assesses that the subscription price of SEK 0.49, which was negotiated with the Underwriters at arm’s length, is considered to be on market terms given that the Warrants was not exercised to 100 percent, despite that the exercise price of SEK 0.49 for the Warrants corresponds to the subscription price in the Directed Issue. The Board of Directors also assesses that it is advantageous for the Company's financial position and in the interest of shareholders that the space for new shares, within the framework of the Warrants, is fully utilized. The Board's considerations are based on an assessment that it is important for the operation and the Company’s ability to achieve short- and long-term goals that the Company secures the amount of capital that fully exercised warrants of TO3 could have generated.
Number of shares, share capital and dilution
Through the Directed Issue, the Company's share capital will increase by approximately SEK 158,716.75, from approximately SEK 5,693,496.225 to approximately SEK 5,852,212.975, and the number of shares in the Company will increase by 6,348,670 shares, from 227,739,849 shares to 234 088 519 shares. This will result in a dilution for existing shareholders of approximately 2.71 percent once all shares have been registered with the Swedish Companies Registration Office.
Advisers
Mangold Fondkommission AB is the financial advisor and the issuing agent to Biosergen AB in connection with the exercise of series TO3 warrants. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the exercise of series TO3 warrants.
For further information about Biosergen, please contact:
Tine Olesen, CEO
Telephone: +45 3135 5707
E-mail: tine.olesen@biosergen.net
Niels Laursen, CFO
Telephone: +45 4014 5059
E-mail: niels.laursen@biosergen.net
The Company’s Certified Adviser is Carnegie Investment Bank AB (publ).
About Biosergen
Biosergen is a biotechnology company in the clinical stage within the therapeutic field of life-threatening fungal diseases. Biosergen’ s mission is to develop the drug candidate BSG005, into a new first line treatment choice for resistant and/or difficult to treat invasive fungal infections, to save thousands of lives of immune-compromised cancer- transplant- and AIDS patients every year.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such 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 a solicitation of any offer, to buy or subscribe for any securities in Biosergen in any jurisdiction, neither from Biosergen nor anyone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 the 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, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.