The Board of Directors of Carbiotix AB decides on a rights issue of units
The Board of Directors of Carbiotix AB (”Carbiotix” or ”Bolaget”) has today, the 6 th of May 2022, decided to execute an issue of units (shares and attached free-of-charge warrants) with preferential right for existing shareholders, where also the general public is able to participate (”the Rights Issue”). The decision on the Rights Issue was made with support by an authorization from the Annual General Meeting held on the 22nd of April 2022 in accordance with the proposal made by the Board, communicated through a press release on the 22nd of March 2022. The Rights Issue can initially provide the Company with approx. SEK 20.1 million before issue costs and thereafter an additional approx. SEK 20.1-40.1 million before issue costs referring to the exercise of attached warrants of series TO 1 approx. 14 months after initial issue. The Rights Issue is to approx. 80 percent secured in writing through pre-subscription- and guarantee commitment agreements. The memorandum, with a more detailed description of the offer will be published by the time of the commencement of the subscription period of the Rights Issue, at the latest. Sedermera Corporate Finance AB assists the Company as financial advisor in connection with the Rights Issue.
Background and Motive
Since the listing in 2019, Carbiotix has focused on scaling up and developing the business. In September 2021, Carbiotix presented a product launch plan for the next five years, which includes the launch of CarbiAXOS as a dietary supplement ingredient in the USA in 2022. To enable the launch of CarbiAXOS in the USA, market approval in the form of GRAS SA status is required. According to a GRAS consultant, this can be granted in October 2022. Thus, the Company plans to launch CarbiAXOS at a conference in Boston, USA, in early November 2022. Furthermore, Carbiotix announced at the end of April that the Company has entered into its first sales agreement regarding CarbiAXOS with a Swedish consumer product company focusing on dietary supplements containing prebiotic fibre. Carbiotix has also completed its first production facility at FoodHills in Bjuv, which marked the start of the commercialization of CarbiAXOS. During the first quarter of 2022, a type-2 diabetes clinical study was also initiated by Lund University, which is testing the co-treatment of CarbiAXOS as a medical food together with the drug metformin. This is done to evaluate whether the side effects of metformin can potentially be reduced in cointervention with CarbiAXOS.
The purpose of the Rights Issue is to finance the Company's activities to achieve future objectives, primarily the start-up and upscaling of Carbiotix's first production facility in Bjuv, as well as the commencement and growth of product sales. The Company's goals for the upcoming years include the first sales agreement for CarbiAXOS in the USA and the launch of CarbiAXOS as a nutritional ingredient in the USA, which are expected during the current year. In 2022, the Company intends to carry out the first medical food study with CarbiAXOS (which was started at the end of March 2022 and is expected to be completed in 2023) and complete ISO 9000 certification. During the next year, the Company intends to conclude sales agreements in Europe, increase production capacity in the production facility and plan for the first 200-ton large-scale CarbiAXOS production module in Sweden through a joint venture structure. For 2024, the Company has goals such as building the first full-scale CarbiAXOS production facility for food and beverage ingredients in the US through a joint venture structure, concluding a first CarbiAXOS sales agreement outside the US and Europe, and achieving a positive operating profit (EBIT) of SEK 20 million on sales of SEK 70 million during the financial period, with a forecast of 10x EBIT for 2025, when the first CarbiAXOS production facility for the production of food and beverage ingredients in the USA is inaugurated.
Use of proceeds
With the capital from the initial part of the issue, at a maximum approx. SEK 20.1 million before issue costs, is intended to finance the following activities (arranged by priority):
• Start-up and scaling up of the Company's production facility in Bjuv (approx. 40 percent).
• Submission and approval of the first CarbiAXOS GRAS SA approval (approx. 10 percent).
• Sales, development and support of CarbiAXOS and LinkGut (30 percent).
• Carry out the first medical food study of CarbiAXOS (approx. 5 percent).
• Complete ISO 9000 certification (approx. 5 percent).
• Research and development related to therapeutic co-treatment products (approx. 5 percent).
• Development of new prebiotics from local raw materials and starting materials in collaboration with partners (approx. 5 percent).
With the capital from the exercise of warrants, at a maximum approx. SEK 20.1-40.1 million before issue costs, the Company intends to finance the following activities (arranged by priority):
• Expansion of the production capacity of the Company's production facility in Bjuv (30 percent).
• Planning of new production facilities in Sweden and abroad (approx. 15 percent).
• Submission and approval of Novel Foods approval (approx. 15 percent).
• Sales, development, and support of CarbiAXOS and LinkGut (approx. 30 percent).
• Complete the first medical food study of CarbiAXOS (approx. 5 percent).
• Development of new prebiotics from local raw materials and starting materials through collaboration (approx. 5 percent).
The Rights Issue
The Board of Directors of the Company has today, with the support by an authorization from the Annual General Meeting held on the 22nd of April 2022, decided on an issue of units (shares and attached free warrants of series TO 1) with preferential rights for existing shareholders. Those who on the record date of the 13th of May 2022 are registered as shareholders in Carbiotix have a preferential right to subscribe for units in the Rights Issue. For each existing share, one (1) unit right is received. Thirty-four (34) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of seven (7) shares and seven (7) warrants of series TO 1. The subscription price in the Rights Issue is set to SEK 55.30 per unit, which corresponds to SEK 7.90 per share, which corresponds to a discount of approx. 30 percent against the average volume-weighted share price over a period of ten to twenty trading days prior to the Board's decision. Warrants of series TO 1 have a planned exercise period from the 28th of June 2023 to the 19th of July 2023. The exercise price for the warrants will be determined in the range of SEK 7.90-15.80 per share and will be based on the average volume-weighted share price during a period of 20 trading days before the exercise period begins, with a discount of approx. 30 percent. The final exercise price will be communicated one to two days before the exercise period begins. One (1) warrant of series TO 1 gives the right to subscribe for one (1) new share in Carbiotix. The warrants are issued free of charge in connection with the Rights Issue.
Given a fully subscribed Rights Issue, Carbiotix will initially be provided with approx. SEK 20.1 million before issue costs, through an issue of a maximum of 362,735 units, which corresponds to 2,539,145 shares (the “initial issue”). A fully subscribed initial issue will result in an increase in the share capital of SEK 253,914.50. In addition to the initial issue, the Company, given full exercise of warrants of series TO 1, can be added an additional approx. SEK 20.1-40.1 million through the issue of 2,539,145 shares, which results in an increase in the share capital of SEK 253,914.50. Upon full subscription, the number of shares in Carbiotix, after initial issue, will amount to 14,872,145 shares and the share capital will amount to SEK 1,487,214.50. Upon full exercise of warrants of series TO 1, the number of shares in Carbiotix after the exercise period will amount to 17,411,290 shares and the share capital will amount to SEK 1,741,129.00. For existing shareholders who do not participate in the Rights Issue, a dilution effect arises corresponding to approx. 17 percent of the total number of shares and votes in the Company after the initial issue. The dilution is based on the number of issuing shares, assuming a fully subscribed initial issue.
The last day of trading in Carbiotix shares including the right to receive unit rights in the Rights Issue is the 11th of May 2022. The first day of trading in Carbiotix shares excluding the right to receive unit rights is the 12th of May 2022. Subscription of units takes place during the period from the 19th of May up to and including the 2nd of June 2022. Trading in BTU (paid subscribed unit) is ongoing from the 19th of 2022 until the Rights Issue has been registered with the Swedish Companies Registration Office. This registration is expected to take place at the end of June 2022. The Board has the right to extend the subscription period and the last day for payment.
Complete terms and conditions for the Rights Issue and more information about the Company will be reported in a memorandum that is expected to be published on the Company's website no later than in connection with the commencement of the subscription period.
Pre-subscription- and guarantee commitments
Carbiotix has received pre-subscription- and guarantee commitments totalling approx. SEK 16 million, which corresponds to approx. 80 percent of the Rights Issue. Pre-subscription commitments from existing owners and external investors amount to approx. SEK 6.83 million, corresponding to approx. 34.2 percent of the initial issue. Pre-subscription commitments from the Company's Board and management constitute approx. SEK 1 million of the total pre-subscription commitment. Guarantee commitments from external investors amount to approx. SEK 9.15 million, corresponding to approx. 45.8 percent of the initial issue. For issued guarantee commitments, a cash premium payment of ten percent is paid.
Timeplan for the Rights Issue
• Last day of trading in shares, including the right to receive unit rights: 11th of May 2022.
• First day of trading excluding the right to unit rights: 12th of May 2022.
• Record date for participation in the Rights Issue: 13th of May 2022.
• Subscription period: 19th of May 2022 – 2 nd of June 2022.
• Trading in unit rights: 19th of May 2022 – 30th of May 2022.
• Trading with BTU: 19th of May 2022 until the Rights Issue has been registered with the Swedish Companies Registration Office.
• Announcement of outcome in the Rights Issue: around the 8th of June 2022.
Memorandum, teaser and subscription form
Memorandum, teaser and subscription form regarding the Rights Issue will be made available via the Company’s (www.carbiotix.com), Spotlight Stock Market’s (www.spotlightstockmarket.com), Sedermera Corporate Finance AB’s (www.sedermera.se) and Nordic Issuing AB’s (www.nordic-issuing.se) website by the time of the commencement of the subscription period, at the latest.
Advisors
In connection with the Rights Issue, Carbiotix has assigned Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent. Shark Communication AB has provided the Company with advice regarding communication.
For more information about the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For further information:
Carbiotix AB
Kristofer Cook, CEO
Tel: +46 (0)708-796580
E-mail: kristofer.cook@carbiotix.com
Carbiotix AB (CRBX) (www.carbiotix.com) is an award-winning biotechnology company pioneering microbiome healthcare through a range of cost-effective gut health testing services and a portfolio of microbiome modulators covering prebiotic ingredients, medical foods and therapeutics.