Cereno Scientific AB announces outcome in the company’s rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE FURTHER REGISTRATION OR ANY OTHER MEASURES.
Cereno Scientific AB (publ) ("Cereno Scientific" or the "Company") has completed the rights issue of units, consisting of shares of series B and warrants of series TO3, which the board of directors decided on April 20, 2023, with authorization from the annual general meeting on June 1, 2022 (the “Rights Issue”). The outcome concludes that 6,508,048 units have been subscribed through use of unit rights, corresponding to approximately 9.5 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 345,863 units without unit rights, corresponding to approximately 0.5 percent of the Rights Issue. A total of 6,853,911 units were subscribed with the support of unit rights and applications for subscription without unit rights, corresponding to 10.0 percent of the Rights Issue. Hence, underwriting commitments of 41,276,284 units, corresponding to 60.0 percent of the Rights Issue, will be exercised. In total, 48,130,195 units were subscribed, corresponding to 70.0 percent of the Rights Issue. Through the Rights Issue, the Company will receive approximately SEK 77.0 million before issue costs.
On April 20, 2023, Cereno Scientific announced that the board of directors of the Company had resolved on a rights issue of approximately SEK 110 million. The subscription price in the Rights Issue was SEK 1.60 per unit, consisting of two (2) newly issued shares of series B and one (1) warrant of series TO3. The total number units offered in the Rights Issue amounted to 68,757,422.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on May 24, 2023. The final outcome shows that 6,508,048 units has been subscribed for with support of unit rights, corresponding to approximately 9.5 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 345,863 units without support of unit rights, corresponding to approximately 0.5 percent of the Rights Issue. Consequently, 6,853,911 units were subscribed with and without unit rights, corresponding to approximately 10.0 percent of the Rights Issue. Underwriting commitments of 41,276,284 units will be exercised by the Company, corresponding to 60.0 percent of the Rights Issue. In total, 48,130,195 units were subscribed, corresponding to 96,260,390 newly issued shares of series B and 48,130,195 warrants of series TO3.
Through the Rights Issue, the Company will initially receive approximately SEK 77.0 million before deduction of issue costs. Upon full exercise of all warrants of series TO3, the Company may be provided with an additional capital injection of up to approximately SEK 77.0 million before deduction of issue costs.
Comment from Sten R. Sörensen, CEO
”Thank you to everyone who participated in our recent rights issue. The valuable contributions have not only paved the way for further development of our promising drug candidates, but also brought us even closer to the opportunity to offer innovative treatments that could potentially change the way patients with cardiovascular diseases are treated in the future”, commented Sten R. Sörensen, CEO at Cereno Scientific.
Allocation of units subscribed for without the support of unit rights
Allocation of units subscribed for without the support of unit rights has taken place in accordance with the principles set out in the prospectus that the Company published on May 5, 2023, due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Shares, share capital, and dilution
Through the Rights Issue, the total number of shares in the Company increase by 96,260,390 shares, from 137,514,844 shares to 233,775,234 shares, and the share capital increase by SEK 9,626,039.00, from SEK 13,751,484.40 to SEK 23,377,523.40, corresponding to a dilution effect of 41.2 percent of the total number of shares and 40.1 percent of the total number of votes in the Company. If all warrants of series TO3 are fully exercised for subscription of new shares of series B in the Company, the total number of shares in the Company will increase with an additional 48,130,195 shares, from 233,775,234 shares to 281,905,429 shares, and the share capital will increase with an additional SEK 4,813,019.50, from SEK 23,377,523.40 to SEK 28,190,542.90, corresponding to a dilution effect of 17.1 percent of the total number of shares and 16.7 percent of the total number of votes in the Company.
Trading in paid subscribed units ("BTU”)
Trading in BTU takes place until the conversion of BTU into shares of series B and warrants of series TO3 after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 23, 2023.
Warrants of series TO3
Each warrant of series TO3 entitles the holder to subscribe for one (1) new share of series B in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) of the Company's share of series B during the period from and including February 19, 2024, up to and including March 1, 2024, but not less than the share’s quota value (SEK 0.10) and not more than SEK 1.60 per share. Subscription of new shares through warrants of series TO3 shall be carried out in accordance with the terms and conditions of the warrants during the period from and including March 5, 2024, up to and including March 19, 2024. The board of directors has, in contrast to what has been previously communicated, resolved that trading in warrants of series TO3 shall take place from and in conjunction with the conversion of BTU into shares of series B and warrants of series TO3, which is expected to take place during week 23, 2023.
Compensation to underwriters
In connection with the Rights Issue, a number of external investors and Mangold Fondkommission AB have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 12 percent of the underwritten amount is paid if the underwriters choose compensation in the form of cash or alternatively 15 percent of the underwritten amount if the underwriters choose compensation in the form of newly issued units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than May 31, 2023. The subscription price for any units issued as underwriting compensation has been set at SEK 1.60 per unit, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 7,118,844 units may be issued as underwriting compensation to the underwriters, corresponding to maximum 14,237,688 shares of series B and maximum 7,118,844 warrants of series TO3.
Advisers
Mangold Fondkommission AB is financial adviser and MAQS Advokatbyrå AB is legal adviser to Cereno Scientific in connection with the Rights Issue.
For further information, please contact:
Jonas Fogelberg, Interim CFO
Email: info@cerenoscientific.com
http://www.cerenoscientific.com/
This information is information that Cereno Scientific AB 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 set out above, at 08:30 (CEST) on May 26, 2023.
About Cereno Scientific AB
Cereno Scientific is a clinical stage biotech company within cardiovascular diseases. The lead drug candidate, CS1, is a Phase II candidate in development for the treatment of the rare disease pulmonary arterial hypertension (PAH). CS1 is an HDAC (histone deacetylase) inhibitor that acts as an epigenetic modulator with pressure-reducing, reverse-remodeling, anti-inflammatory, anti-fibrotic and anti-thrombotic properties, all relevant for PAH. A clinical Phase II study is ongoing to evaluate CS1’s safety, tolerability, and efficacy in patients with PAH. A collaboration agreement with global healthcare company Abbott allows Cereno to use their cutting-edge technology CardioMEMS HF System in the study. Cereno also has two promising preclinical drug candidates in development for cardiovascular disease through research collaborations with the University of Michigan. Drug candidate CS585 is a stable, selective, and potent prostacyclin receptor agonist. It has been documented in preclinical studies to target the IP receptor for prevention of thrombosis without increased risk of bleeding. Drug candidate CS014 is a novel HDAC inhibitor with epigenetic effects. In preclinical studies it has been documented to regulate platelet activity, fibrinolysis and clot stability for prevention of thrombosis without increased risk of bleeding. The company is headquartered in Gothenburg, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Swedish Spotlight Stock Market (CRNO B). More information on www.cerenoscientific.com.
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction.
The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Cereno Scientific. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Cereno Scientific. A prospectus, equivalent to an EU growth prospectus, regarding the Rights Issue referred to in this press release was published by the Company on May 5, 2023, and a supplement to the prospectus was published by the Company on May 23, 2023. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be based solely on the information in the Prospectus. Therefore, an investor is recommended to read the entire Prospectus. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.
The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Cereno Scientific have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.
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” 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 (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.
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 and 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 required by law or the regulations of the Spotlight Stock Market for issuers.