Biosergen resolves on a directed issue to underwriters in connection with the completed rights issue
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Biosergen AB (“Biosergen” or the “Company”) has, as previously announced on March 26, 2024, completed the rights issue of units, consisting of shares and warrants of series TO3 which was announced on January 30, 2024 (the “Rights Issue”) and which was approved by the extraordinary general meeting on March 1, 2024. In accordance with the underwriting commitments that were entered into in connection with the Rights Issue, Biosergen’s Board of Directors has today, based on the authorization granted by the extraordinary general meeting on March 1, 2024, resolved on a directed issue of 481,250 units to such underwriters in the Rights Issue who have chosen to receive underwriting compensation in the form of newly issued units in the Company (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 2.40 per unit, corresponding to SEK 0.30 per share and also corresponding to the subscription price in the Rights Issue, which the Board of Directors deems to be in line with fair market practice. Payment is made by offsetting claims for underwriting compensation.
Terms for the Compensation Issue
In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by underwriting commitments corresponding to a total of approximately SEK 9.2 million. In accordance with the underwriting commitments, underwriting compensation was to be paid either in cash or in the form of newly issued units. In case of payment in cash, the underwriting compensation was to correspond to twelve (12) percent of the underwritten amount. In case of payment in the form of newly issued units, the underwriting compensation was to correspond to fifteen (15) percent of the underwritten amount, with a subscription price corresponding to the subscription price per unit in the Rights Issue, which the Board of Directors deems to be in line with fair market practice. A majority of the underwriters have chosen to receive their underwriting compensation in the form of newly issued units. To fulfil their request, the Board of Directors has resolved that payment of such part of the underwriting compensation shall be made by offsetting those underwriters’ claims on the Company against newly issued units.
The Board of Directors of Biosergen has therefore today, based on the authorization granted by the extraordinary general meeting on March 1, 2024, resolved on the Compensation Issue, which comprises a total of 481,250 units. Each unit consists of eight (8) newly issued shares and eight (8) warrants of series TO3. The subscription price in the Compensation Issue amounts to SEK 2.40 per unit, corresponding to SEK 0.30 per share and also corresponding to the subscription price in the Rights Issue, which the Board of Directors deems to be in line with fair market practice.
The cash component of the underwriting compensation to the remaining underwriter amounts to approximately SEK 0.18 million.
Reasons for deviating from the shareholders’ preferential rights
As set out above and as previously announced, underwriters in the Rights Issue are entitled to underwriting compensation corresponding to twelve (12) percent of the underwritten amount in cash or fifteen (15) percent in units. As a result of the underwriting commitments, each underwriter thus has a claim on the Company regarding underwriting compensation. A majority of the underwriters have declared their willingness to allow the Company to offset the debt regarding underwriting compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company’s obligations to the underwriters as a result of the underwriting commitments entered into. The Company’s alternative to carrying out the Compensation Issue is to settle all underwriting compensation through cash payment. The Board of Directors is of the opinion that – considering current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company’s working capital. The underwriting compensation being paid in the form of newly issued units would have amounted to a total payment of approximately SEK 0.92 million, had it instead been paid in cash.
Shares, share capital and dilution
Through the Compensation Issue, the number of shares in Biosergen increases by 3,850,000 shares, from 138,537,191 shares to 142,387,191 shares, and the share capital increases by SEK 96,250.000 from SEK 3,463,429.775 to SEK 3,559,679.775. In the event that all warrants of series TO3 allocated in the Compensation Issue are fully exercised for the subscription of new shares in the Company, the number of shares in the Company will increase with an additional maximum of 3,850,000 shares from 142,387,191 shares to 146,237,191 shares, and the share capital will increase with an additional maximum SEK 96,250.000, from SEK 3,559,679.775 to SEK 3,655,929.775.
The Compensation Issue entails a dilution of approximately 2.70 percent. Upon full exercise of the warrants of series TO3, the additional dilution due to the Compensation Issue will amount to approximately 2.63 percent.
Advisors
Mangold Fondkommission AB is the financial advisor to Biosergen in connection with the Rights Issue. Advokatfirman Hammarskiöld & Co AB is the legal advisor to the Company in connection with the Rights Issue.
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
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. 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. Invitation to the persons concerned to participate in the Rights Issue will only take place through the EU growth prospectus which the Company intends to publish in connection with the Rights Issue.
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Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development, and actual outcomes may differ materially from the statements set forth in the forward-looking information.