Cereno Scientific conducts a directed issue to underwriters in connection to the oversubscribed rights issue
Cereno Scientific AB (publ) ("Cereno Scientific" or the ”Company") has completed the rights issue of 19 181 302 shares of series B, announced on June 13, 2019 (the “Rights Issue”). In connection with the Rights Issue, a directed issue is to be carried out in accordance with the underwriting agreement to the underwriters of the Rights Issue who have chosen to receive their underwriting remuneration in the form of shares (the "Remuneration Issue"). The subscription price in the Remuneration Issue is set at SEK 3.15 per share and payment is made through cancellation of claim.
As communicated in connection with the Rights Issue, the underwriters had the opportunity to choose to receive underwriting remuneration in the form of cash or shares. A number of underwriters have chosen to receive their underwriting remuneration in the form of newly issued shares of series B in the Company. For this reason, the Board of Directors, authorized by the Annual General Meeting on June 19, 2019, have decided on a directed issue of a total of 132,571 shares of series B to the underwriters.
The reason for the deviation from the shareholders' preferential rights in the Remuneration Issue is to fulfill the Company's commitments to the underwriters, as a result of the underwriting agreements entered into.
Payment shall be made through cancellation of claim against the Company, which consists of the respective underwriter's underwriting remuneration. The subscription price has been set at SEK 3.15 per share, which is the volume-weighted average price for Cereno Scientific’s share of series B during the subscription period from May 23 to June 7, 2019. Through the Remuneration Issue, the number of shares in Cereno Scientific will increase by 132,571 shares of series B to a total of 40,219,312 shares, of which 722,248 are shares of series A and 39,497,064 are shares of series B. Through the Remuneration Issue, the share capital will increase by SEK 13,257.10 to a total of SEK 4,021,931.20. The dilution due to the direct issue amounts to 0.33 percent.
Mangold Fondkommission AB and MAQS Advokatbyrå acted as financial adviser and legal adviser in the rights issue.
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About Cereno Scientific AB
Cereno Scientific is developing novel preventive medicine to treat thrombosis-related disease, based on the body’s own intelligent clot-busting system. Cardiovascular disease is currently the leading cause of death worldwide. Current therapies are connected to an increased risk of bleeding and, as a result, low effectiveness due to lower dosing levels. In turn, this leads to a high risk of new blood clots. Cereno Scientific’s drug candidate, CS1, is expected to provide a possibility for an effective prevention of thrombosis and a lower risk for serious bleeding complications than with current blood thinning therapies. CS1 is an innovative controlled release formulation of a known compound, and as such is expected to have a relatively short development time. In parallel with the development of CS1, Cereno Scientific develops CS014, a preclinical phase compound with promising and innovative characteristics in cardiovascular diseases. The Gothenburg-based company is located in AstraZeneca’s BioVenture Hub and is supported by GU Ventures. Cereno Scientific’s B share has been listed on Spotlight Stock market since June 2016 with the ticker CRNO B, ISIN SE0008241558.
This information is such that Cereno Scientific AB is required to make public in accordance with the EU’s Market Abuse Regulation (MAR). The information was made public by the Company’s contact person above on June 28, 2019.
This press release is not an offer to subscribe for shares in Cereno Scientific and investors should not subscribe or acquire any securities.
This press release shall not, directly or indirectly, be released, published or distributed in or to the ed States, Australia Japan, Canada, New Zealand, Hong Kong, South Africa or other country where such action as a whole or in part is subject to legal restrictions.
Neither subscription rights, shares subscribed for ("BTA"), newly issued shares or warrants have been recommended or approved by any US federal or state securities authority or regulatory authority. No subscription rights, BTA, newly issued shares have been registered or will be registered under the United States Securities Act of 1933, as applicable, or in accordance with applicable laws in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or in any other country where the Rights Issue or distribution of the press release is in violation of applicable laws or regulations or presupposes that a further prospectus is established, registered or that any other measure is undertaken beyond that required by Swedish law.
There is no intention to register any portion of the offer in the United States and the securities issued in the Rights Issue will not be offered to the public in the United States.
This press release may contain certain forward-looking information that reflects Cereno Scientific’s current views on future events as well as financial and operational development. Words that are "intended", "come", "judged", "expected", "can", "plan", "appreciate" and other expressions that imply indications or predictions about future developments or trends, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future performance or development and actual outcomes may differ substantially from what is stated in forward-looking information. This information, the opinions and the forward-looking statements contained in this press release are valid only on this date and may be amended without notice. Cereno Scientific makes no representations about publishing updates or revisions of forward-looking information, future events or similar circumstances other than the applicable law.