Cantargia announces intention of a directed share issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELSEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW.
15 December 2020 – Cantargia AB (publ) (“Cantargia” or the “Company”) (Nasdaq Stockholm: CANTA) hereby announces a contemplated placement of shares corresponding to up to approximately 10 percent of the total number of outstanding shares in the Company through the issuance of new shares (the “Directed Share Issue”). The Directed Share issue will be directed to Swedish and international institutional investors. Cantargia has engaged Carnegie Investment Bank AB (publ), Kempen & Co and Oppenheimer & Co. Inc. to act as Joint Bookrunners (together the “Joint Bookrunners”) and to investigate the conditions for a placement of new shares through an accelerated book building procedure.
The Directed Share Issue is intended to be carried out with deviation from the shareholders’ pre-emptive rights pursuant to the authorization granted to the board of directors by the annual general meeting on 27 May 2020. The subscription price and the total number of new shares in the Directed Share Issue (the “New Shares”) will be determined through an accelerated book building procedure (the “Book building”), which will begin immediately following this announcement. The number of New Shares will amount to no more than approximately 10 percent of the total number of outstanding shares in the Company. Pricing and allocation of the New Shares is expected to take place before the beginning of trading on Nasdaq Stockholm on 16 December 2020. The Book building, pricing and allocation may, at the discretion of the Company and/or the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Directed Share Issue. The Company will announce the outcome of the Directed Share Issue after closing of the Book building.
“During 2020, the CAN04 project has advanced significantly and the new data supports that CAN04 can be used to enhance and prolong the activity of several types of chemotherapy” says Göran Forsberg, CEO of Cantargia. “Based on this progress, we are now developing the project in two directions. Firstly, additional efforts are made to advance the ongoing development in non-small cell lung cancer and pancreatic cancer. Secondly, we are taking advantage of the recent data by adding new diseases and combination strategies to the pipeline. Thereby, we are taking the next steps to build value around CAN04”.
The net proceeds from the Directed Share Issue are intended to be used to (i) advance the Company’s lead drug candidate, CAN04, which includes a broader program with clinical studies in new indications such as triple negative breast cancer. The broadening is based on the recent encouraging results with CAN04 in combination with chemotherapy, (ii) advance the development of CAN04 in non-small cell lung cancer and pancreatic cancer including additional preparations towards phase III, (iii) CAN10 clinical development planned to start early 2022 and continued activities in the platform project CANxx and (iv) for general corporate purposes and financial flexibility.
The reasons for the deviation from the shareholders' pre-emptive rights are to raise capital in a timely and cost-efficient manner and to diversify the shareholder base. By establishing the subscription price in the Directed Share Issue through the Book building, it is the board of directors' assessment that the subscription price will be on a market level.
In connection with the Directed Share Issue, the Company has undertaken, subject to customary exceptions, not to issue additional shares for a period of 180 calendar days after the settlement date. In addition, the Company’s CEO and CFO as well as the members of the board of directors of Cantargia who own shares, have agreed not to sell any shares in the Company for a period of 90 calendar days, subject to customary exceptions.
Advisers
Carnegie Investment Bank AB (publ), Van Lanschot Kempen Wealth Management N.V. (“Kempen & Co”) and Oppenheimer & Co. Inc. have been appointed Joint Bookrunners in connection with the Directed Share Issue. Advokatfirman Vinge acts as legal counsel to the Company and Baker McKenzie acts as legal counsel to the Joint Bookrunners.
For further information, please contact:
Göran Forsberg, CEO
Telephone: +46 (0) 701 891154
E-mail: goran.forsberg@cantargia.com
This is information that Cantargia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person above, on 15 December 2020 at 17:45 (CET).
About Cantargia
Cantargia AB (publ), reg. no. 556791-6019, is a biotechnology company that develops antibody-based treatments for life-threatening diseases. The basis for this is the protein IL1RAP that is involved in a number of diseases and where Cantargia has established a platform. The main project, the antibody CAN04, is being studied clinically as combination therapy with chemotherapy or immune therapy with a primary focus on non-small cell lung cancer and pancreatic cancer. Positive interim data from the combination with chemotherapy show a higher response rate than would be expected from chemotherapy alone. Cantargia’s second project, the antibody CAN10, addresses treatment of serious autoimmune/inflammatory diseases, with initial focus on systemic sclerosis and myocarditis.
Cantargia is listed on Nasdaq Stockholm (ticker: CANTA). More information about Cantargia is available at www.cantargia.com.
About CAN04
The antibody CAN04 binds strongly to the target IL1RAP and functions both though ADCC as well as blocking IL-1α and IL-1β signaling. Thereby, CAN04 can counteract the contribution of the IL-1 system to the immune suppressive tumor microenvironment and development of resistance to chemotherapy. CAN04 is investigated in two clinical trials. In the first phase I/IIa-study, CANFOUR, first line combination therapy is investigated using two different standard chemotherapies in 31 patients with NSCLC (gemcitabine/cisplatin) and 31 patients with PDAC (gemcitabine/nab-paclitaxel), as well as monotherapy in late stage patients (https://clinicaltrials.gov/ct2/show/NCT03267316). Phase I monotherapy data from 22 patients were presented at ASCO 2019 and showed good safety with infusion related reaction being the most common side effect. In addition, the biomarkers IL6 and CRP decreased during treatment. Positive interim data from the combination arms was presented during H2 2020 and showed a higher response rate than expected from chemotherapy alone. A phase I study investigating CAN04 in combination with an immune checkpoint inhibitor started H2 2020 (https://clinicaltrials.gov/ct2/show/NCT04452214). Additional clinical combination studies are planned to start during 2021.
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 the Company in any jurisdiction, neither from Cantargia 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 unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada and Japan. 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 United States, Australia, Canada, Japan 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. There will be no public offer of the securities referred to herein in Sweden, the United States or any other jurisdiction.
This announcement 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. Cantargia has not authorised any offer to the public of shares or other securities in the United Kingdom or any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
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 Prospectus Regulation 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 (as amended) (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 suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Bookrunners.The Joint Bookrunners are acting only for the Company in connection with the Directed Share Issue and no one else. They will not regard any other person as their respective clients in relation to the Directed Share Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Directed Share Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm's rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Cantargia have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Cantargia may decline and investors could lose all or part of their investment; the shares in Cantargia offer no guaranteed income and no capital protection; and an investment in the shares in Cantargia is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Cantargia.Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Cantargia and determining appropriate distribution channels.This is a translation of the Swedish version of the press release. In case of discrepancies, the Swedish wording shall prevail.