Warrants of series TO1 were subscribed to approximately 96.9 percent and Cereno Scientific AB (publ) receives approximately SEK 95.3 million.
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Cereno Scientific AB (publ) (“Cereno” or the “Company”) announces today the outcome of the exercise of warrants of series TO1, which were issued during the fourth quarter of 2020. In total, 33,442,470 warrants of series TO1 were exercised, corresponding to approximately 96.9 percent of the total number of outstanding warrants of series TO1, for subscription of 33,442,470 shares of series B at a subscription price of SEK 2.85 per share. Cereno will receive approximately SEK 95.3 million before issue costs through the exercise of warrants of series TO1.
“It is very rewarding to see the high subscription rate that was achieved. The successful share issue shows that the shareholders have a lot of confidence in Cereno, which may be due to a combination of all the important milestones that were achieved during the past twelve months and the big potential ahead which could be realized from the Company’s development as we move forward with our promising programs”, says Sten Sörensen, CEO of Cereno Scientific. “We are currently working at full speed with implementing our clinical phase II study with CS1 in pulmonary arterial hypertension and there is also a lot of activity in our two preclinical programs which are being pursued in collaboration with University of Michigan. The capital that we are now receiving makes it possible to run these development programs with full force and allows us to continue to build Cereno’s technological platform which has the potential to offer better treatments for common and rare cardiovascular diseases, where there are large unmet needs”.
Background
The subscription period for exercise of the warrants of series TO1 took place from September 15, 2021, up to and including September 29, 2021. The subscription price per share for exercising the warrants of series TO1 was set to SEK 2.85.
In total, 33,442,470 warrants of series TO1 were exercised for subscription of 33,442,470 shares of series B, meaning that approximately 96.9 percent of all outstanding warrants of series TO1 were exercised for subscription of shares.
Exercised warrants have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to shares within approximately three (3) weeks.
Number of shares, share capital and dilution
Through the exercise of the warrants of series TO1, the total number of shares in Cereno increases by 33,442,470 shares, from 71,819,312 shares to a total of 105,261,782 shares (of which 722,248 are shares of series A and 104,539,534 are shares of series B). The share capital will increase by SEK 3,344,247 from SEK 7,181,931.20 to SEK 10,526,178.20.
For existing shareholders who did not exercise any warrants of series TO1, the dilution amounts to approximately 31.8 percent based on the number of shares following exercise of the warrants of series TO1.
Advisers
Mangold Fondkommission AB is financial adviser and issuing agent and MAQS Advokatbyrå AB is legal advisor to Cereno in connection with the exercise of the warrants of series TO1.
For questions regarding the warrants, please contact:
Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: emissioner@mangold.se
For more information regarding Cereno, please contact:
Daniel Brodén, CFO
Cell: +46 768 66 77 87
E-mail: info@cerenoscientific.com
This information is such that Cereno Scientific AB (publ) 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 October 1, 2021 at 08:15 CEST.
About Cereno Scientific
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) 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, all relevant for PAH. In addition, Cereno has two promising preclinical development programs named CS014 and CS585 targeted at treating cardiovascular diseases. The company is headquartered in AstraZeneca's BioVenture Hub, 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
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 anyone else.
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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 Company 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares or warrants in Cereno may decline and investors could lose all or part of their investment; the shares or warrants in Cereno offer no guaranteed income and no capital protection; and an investment in the shares or warrants in Cereno 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 warrants.
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