BIOSERGEN’S OFFERING IS FULLY SUBSCRIBED
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Stockholm, Sweden, June 8, 2021: Biosergen AB today announces that the Unit offering of SEK 50 million (the “Offering”) was fully subscribed and that, subject to final approval, the Company will be listed on Nasdaq First North Growth Market in Stockholm with June 24, 2021, as the expected first day of trading. The Offering was subscribed by 1,381 shareholders in Sweden, Denmark and Norway. The proceeds will allow Biosergen to initiate clinical trials of its ground-breaking antifungal drug BSG005 with an ambition to file for marketing approval in the United States and Europe by the end of 2025.
Dr. Peder M. Andersen, CEO in Biosergen says: “We are very pleased with the interest shown us by so many new investors. I would like to welcome them all to Biosergen. Their support will enable us to further develop BSG005 as planned.”
Summary of the Offering
The Offering consisted of 5,000,000 Units. Each Unit consists of one (1) share and one (1) warrant of series TO1, i.e. 5,000,000 shares and 5,000,000 warrants of series TO1 will be issued. The subscription price was SEK 10 per Unit, corresponding to SEK 10 per share and a company valuation of SEK 231 million before the Offering. The warrants were issued free of charge. Each warrant of series TO1 entitles the holder to subscribe for one (1) share in the Company during the period from May 30, 2022 through June 10, 2022. The subscription price for the subscription of shares through the utilization of the warrants is SEK 20 per share.
The Company will issue 5,000,000 new shares following which the Company’s share capital will amount to SEK 702,544.375 divided into 28,101,775 shares with a quota value of SEK 0.025 each. In order to accommodate as many subscribers as possible and increase the free float of the Company’s share capital, the board of directors decided to reduce the allocation to Östersjöstiftelsen to the effect that Östersjöstiftelsen will be allocated Units corresponding to approximately SEK 18.1 million out of its total conditional subscription commitment of SEK 20 million, whereas all other subscribers will receive full allocation. Following the Offering the Company will have 1,384 shareholders in Sweden, Denmark and Norway.
Although the Offering was oversubscribed by approximately 4%, the board of directors had as previously announced resolved only to exercise the oversubscription option in full and only if the Offering was more than 50% oversubscribed and consequently, the oversubscription option will not be exercised.
Preliminary time schedule
- Settlement notes will be distributed around June 9, 2021
- Last day of payment is June 14, 2021
- Expected first day of trading of shares and warrants (TO1) on Nasdaq First North Growth Market is June 24, 2021
Translution Capital was the Company’s exclusive financial advisor in the Offering. Nordnet Bank was selling agent in the Offering, whereas DNB was the Company’s issuing agent and Advokatfirman Lindahl KB was the Company’s legal advisor in connection with the Offering.
Erik Penser Bank
Telephone: +46 8 463 8000
For further information, please contact:
Dr. Peder M. Andersen, CEO
Telephone: +45 2080 2470
Biosergen is a No-Research-Development-Only biotechnology company that employs all its organisational and financials resources on the clinical development of BSG005. BSG005 is a potentially disruptive antifungal drug with blockbuster potential based on significant safety and potency advantages over competing antifungals, including Amphotericin B, in more than a decade of preclinical studies. The research behind BSG005 and its unique properties has been documented in over 20 peer reviewed scientific papers. Biosergen initially aims BSG005 towards invasive fungal infections that claim the lives of hundreds of thousands of immune-compromised AIDS-, cancer- and transplant patients every year. At equal dose levels BSG005 shows a three-to-fourfold potency advantage against relevant fungal strains compared to current standards of care, while being completely free of the kidney toxicity hampering other drugs in its class. The Company is also developing BSG005 Nano where the drug is packed in special nano particles to specifically target the lung, often the first affected organ in an invasive fungal infection. BSG005 Nano Oral is an extension of BSG005 Nano. An oral formulation would greatly increase the usefulness, particularly as a prophylactic and as home treatment after transplants or cancer treatment to prevent invasive fungal infection. Biosergen has applied for orphan drug status for BSG005 and expects to file the NDA by the end of 2025.
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 from someone 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 of America, including its territories and possessions, any State of the United States of America and the District of Columbia (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 the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa 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.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. However, a prospectus, corresponding to an EU Growth Prospectus regarding the Offering, has been prepared and published by the Company. The prospectus was approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and was passported to Denmark and Norway.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Translution Capital ApS is acting for Biosergen in connection with the Offering and no one else and will not be responsible to anyone other than Biosergen for providing the protections afforded to its clients nor for giving advice in relation to the Offering or any other matter referred to herein.
Statements included in this announcement that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “aims”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made and are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information included in this press release may be subject to updating, revision and amendment and such information may change materially. No person is under any obligation to update or keep the current information contained in this announcement and any opinions expressed relating thereto are subject to change without notice.