Cereno Scientific AB intends to carry out a directed issue of units and enters into a loan agreement
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Cereno Scientific AB (”Cereno” or the ”Company”) today announces its intention to carry out a directed issue of units with a total issue proceed of approximately SEK 60 million. One unit will consist of two (2) shares and two (2) warrants of series B. Of the warrants, one (1) warrant will be of series TO1 and one (1) warrant will be of series TO2. The directed issue is planned to target qualified investors through a so called accelerated book-building procedure, which will commence after the publication of this press release. The Company's Board of Directors has also, subject to the completion of the directed issue, resolved to enter into a loan financing of SEK 10 million to be repaid in connection with the respective subscription periods of the warrants of series TO1 and TO2. The Company will also, if the directed issue is completed, resolve to issue additional warrants of series TO1 and TO2 which will be allotted to current shareholders and the lender.
Cereno intends to, with deviation from the shareholders’ preferential rights, carry out a directed issue of units. The Directed Issue will target qualified investors with a total issue proceed of approximately of SEK 60 million (the “Directed Issue”). One (1) unit in the Directed Issue will consist of two (2) shares of series B and two (2) warrants, where one (1) warrant will be of series TO1 and one (1) warrant will be of series TO2.
The Directed Issue is carried out with the authorization received from the Annual General Meeting held on June 10, 2020. The intention is to carry out the Directed Issue through a so-called accelerated book-building procedure. Cereno has engaged Mangold Fondkommission AB to investigate the terms for the Directed Issue. Given that the Directed Issue is completed, the Company’s Board of Directors has resolved to enter into a loan financing agreement of SEK 10 million (the ”Loan”) from Formue Nord Fokus A/S (”the Lender”). The Loan has in consultation with the Company’s financial advisers been procured at market conditions with a 5.0 percent set-up fee and an interest rate of 0.5 percent per initiated 30-day period starting from the date the Loan is paid out to the Company. The Lender will as part of the market term agreement receive warrants of series TO1 and TO2 respectively. The duration of the Loan coincides with the periods during which the Company will receive proceeds from the subscription of respective series of warrants (TO1 and TO2).
The rationale for carrying out the Directed Issue and for the deviation from the shareholders’ preferential rights is to broaden the shareholder base, as well as the fact that a directed issue provides the opportunity to raise capital to favorable terms in a time- and cost-effective manner. This is in line with the assessment of the Company’s Board of Directors that it lies in the Company’s and the shareholders´ best interest to carry out an issue with deviation from the shareholders’ preferential rights. The purpose of the Directed Issue is to finance the preparation and initiation of a clinical phase IIa study with drug candidate CS1 for the treatment of rare disease pulmonary arterial hypertension (PAH). The warrants of series TO1 and TO2 are intended to finance the completion of the clinical phase IIa study. The transaction will also, under the condition that the Directed Issue is completed, solidify the financial position providing the opportunity to further strengthen the Company’s pipeline and continue the work with its preclinical HDAC inhibitor development program.
The subscription price and the number of units in the Directed issue are to be determined by the accelerated book-building procedure. The board of directors’ assessment is that the subscription price in the Directed Issue will be in accordance with market conditions, since it will be determined through an accelerated book-building procedure.
If the Directed Issue is completed, the Board of Directors of Cereno intends to issue additional warrants of series TO1 and TO2 (same series as used in connection with the Directed Issue and the Loan) to be allotted to current shareholders in the Company. The warrants of series TO1 and TO2 are intended to be admitted to trading on Spotlight Stock Market.
The book-building procedure will begin after the publication of this press release. Thereafter, the Board of Directors of the Company will resolve on the Directed Issue and the allotment of units prior to the opening of Spotlight Stock Market on September 30, 2020.
The Directed Issue is subject to a formal resolution by the Board of Directors of Cereno and may be cancelled at any time or, in consultation with Mangold, be carried out at other terms than what is described above.
Advisers
Mangold Fondkommission AB is acting as sole bookrunner and financial adviser and MAQS Advokatbyrå is legal adviser in connection with the Directed Issue.
For more information about Cereno:
Daniel Brodén, CFO
E-mail: info@cerenoscientific.com
Telephone: +46 768 66 77 87
www.cerenoscientific.se
This information is such 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 18:15 CET on September 29,2020.
About Cereno Scientific AB
Cereno Scientific is a leading clinical stage biotech company within cardiovascular epigenetic modulation. The lead drug candidate, CS1, is a Phase II candidate in development for the treatment of the rare disease pulmonary arterial hypertension (PAH) and thrombotic indications. CS1 is an HDAC (Histone DeACetylase) inhibitor that acts as an epigenetic modulator with anti-thrombotic, anti-inflammatory, anti-fibrotic and pressure-relieving properties. A clinical phase II study program for CS1 in PAH is planned to start during spring 2021 under its US FDA granted orphan drug designation (ODD) status. In addition, Cereno has a preclinical HDAC inhibitor development program targeted at treating cardiovascular diseases. The company is headquartered in AstraZeneca’s BioVenture Hub, Sweden, and has an office in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Swedish stock market Spotlight (CRNO B). More information on www.cerenoscientific.com.
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 Cereno in any jurisdiction, neither from Cereno nor from someone else.
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. Mangold Fondkommission AB is acting for Cereno in connection with the Directed Issue and no one else and will not be responsible to anyone other than Cereno for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.
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 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 United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea 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. Cereno has not authorized any offer to the public of shares or rights in 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.