Clinical Laserthermia Systems announces the outcome of the completed rights issue of units
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The subscription period in Clinical Laserthermia Systems AB's (publ) ("CLS" or the "Company") rights issue of units, in which the public also was given the opportunity to subscribe, ended on July 3, 2023 (the "Rights Issue"). The Rights Issue, which was carried out to continue to support the ongoing market introduction and commercial launch, enhance efforts on further clinical collaborations and strengthen the Company's capital structure, was subscribed to a total of approximately 84 percent, including pre-subscription- and underwriting commitments. CLS will thus receive approximately SEK 114.2 million before issue costs. Formal decision on allocation and distribution of settlement notes is expected to take place around July 6, 2023.
"First of all, I would like to express my gratitude to existing shareholders who have chosen to participate in the Rights Issue and welcome new shareholders who have chosen to join the continued journey towards the vision of minimally invasive laser ablation, performed with CLS products, being established as an effective standard treatment and a safer alternative to surgery, at first within urology and neurosurgery. We have established a good position for continued market penetration and commercialization. We are facing an exciting time where we hope to reach a positive cash flow measured as EBITDA in 2025 with sales revenues corresponding to SEK 100 million. Through the Rights Issue, we have also secured capital to significantly improve our capital structure via full repayment of loans and we are now focusing on the commercialization of our products in urology and neurosurgery." says CLS CEO Dan J. Mogren.
Allocation, subscription, and payment
The Rights Issue subscribed to a total of approximately SEK 98.9 million, including pre-subscription commitments of approximately SEK 2.8 million, equivalent to a subscription rate of approximately 72.9 percent. Additionally, underwriting commitments of approximately SEK 15.3 million have been activated. The total subscription rate (including underwriting commitments) thus amounts to approximately 84 percent, meaning that CLS receives approximately SEK 114.2 million before issue costs. The issue costs amount to approximately SEK 24.5 million (of which approximately SEK 14.1 million refers to underwriting commitment remunerations, provided that all underwriters choose to receive remuneration in cash).
Through the Rights Issue, a total of 1,141,558,050 B-shares and 228,311,610 warrants of series TO 6 B are issued. A total of 38,238,990 units (corresponding to approximately SEK 95.6 million) were subscribed for with the support of unit rights. A decision on the allocation of units is expected to formally take place on July 6, 2023 in accordance with the principles of allocation described in the prospectus published by the Company on June 12, 2023. Those allocated units without preferential rights will receive settlement notes, which are scheduled to be sent around July 6, 2023. Allocated units without preferential rights shall be paid in accordance with the instructions on the settlement note.
Remuneration for underwriting commitments
For bottom-up underwriting commitments, a remuneration of twelve (12) percent of the amount guaranteed will be provided in form of cash or fourteen (14) percent of the amount guaranteed in form of units. For top-level underwriting commitments, a remuneration of sixteen (16) percent of the amount guaranteed will be provided in the form of cash or eighteen (18) percent of the amount guaranteed in the form of units. In case the guarantors choose remuneration in the form of units, these will be provided by a directed offset issue. The subscription price of any units issued as remuneration is set at SEK 2.50 per unit, corresponding to the established subscription price in the completed Rights Issue.
Any decision on a directed offset issue to the guarantors will be announced via a separate press release.
Number of shares and share capital
When the Rights Issue has been registered with the Swedish Companies Registration Office, the number of B-shares in CLS will have increased by 1,141,558,050, from 162,244,439 B-shares to 1,303,802,489 B-shares. The total number of shares in the Company will thus amount to 1,304,402,489 shares (of which 600,000 A shares).
In accordance with the resolution to reduce the share capital at the extraordinary general meeting on June 8, 2023, the share capital will be reduced by approximately SEK 105,594,120 corresponding to the share capital increase in the Rights Issue. Upon registration with the Swedish Companies Registration Office, the Company's share capital will thus amount to approximately SEK 15,063,110.69.
Trading in paid subscribed units (BTU)
Trading in BTU is taking place on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office. This registration is expected to take place around July 24, 2023.
Summarized terms for TO 6 B
The newly issued warrants of series TO 6 B are planned to be traded on Nasdaq First North Growth Market as soon as the Swedish Companies Registration Office has registered the Rights Issue. Each warrant of series TO 6 B entitles the holder to subscribe for one (1) new B-share in CLS during the period from and including January 23, 2024 to and including February 6, 2024. The subscription price in the following warrant exercise amounts to seventy (70) percent of the average volume-weighted price of the B-share according to Nasdaq First North Growth Market's official price statistics during a period of 10 trading days ending two (2) banking days before the exercise period begins. The Company will publish the subscription price the day before the first day of the exercise period. The subscription price shall be rounded to the nearest whole Swedish öre and shall not exceed SEK 0.20 per new B-share and not be less than the share's quota value. Upon full utilization of warrants of series TO 6 B, the warrants will provide the Company with a maximum of approximately SEK 45.7 million before issue costs. Complete terms and conditions for warrants of series TO 6 B are available on the Company's website (https://clinicallaser.se/investor-relations/corporate-governance/rights-issue-2023/).
Advisors
Sedermera Corporate Finance AB and Redeye AB are Joint Lead Managers in connection with the Rights Issue. Markets & Corporate Law Nordic AB is legal advisor and Nordic Issuing AB acts as issuing agent in connection with the Rights Issue.
For more information on the Rights Issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 40 615 14 10
E-mail: info@sedermera.se
Website: www.sedermera.se
Redeye AB
Phone: +46 (0)8 545 013 30
E-mail: info@redeye.se
Website: www.redeye.se
For more information about CLS, please contact:
Dan J Mogren, CEO, Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: dan.mogren@clinicallaser.com
About CLS
Clinical Laserthermia Systems AB (publ) develops and sells the TRANBERG®|Thermal Therapy Systems, including Thermoguide Workstation and sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy, according to regulatory approvals in the EU and the US. The products are marketed for image-guided laser ablation and used in studies for treatment with imILT®, the Company's interstitial laser thermotherapy for immunostimulatory ablation with potential abscopal effects. CLS is headquartered in Lund and has subsidiaries in Germany, the US and Singapore. CLS is listed on the Nasdaq First North Growth Market under the symbol CLS B. The Certified Advisor (CA) is FNCA Sweden AB, Tel: +46 8 528 00 399. E-mail: info@fnca.se.
For more information about CLS, please visit the Company's website: clinicallaser.se
Important information
This press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants, unit rights, BTUs or other securities in Clinical Laserthermia Systems AB investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus that will be made public before the start of the subscription period in the Rights Issue. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or in any other jurisdiction where the distribution of this press release would be unlawful. Nor does this press release constitute an offer to sell new shares, warrants, unit rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such a person or where such action would require additional prospectus, registration or other measures than under Swedish law. The prospectus, the application form and other documents relating to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires measures referred to in the previous sentence or where they would be contrary to the rules of such country. Actions contrary to this instruction may constitute a violation of applicable securities laws.
Neither shares, warrants, unit rights, BTUs nor any other securities have been or will be registered under the United States Securities Act of 1933 in its current wording (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States.
This press release may contain certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intends", " estimates", "expects", "may", "plans", "believes", " anticipates" and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments and actual outcomes may differ materially from those expressed in forward-looking statements. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce 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 required by law or the rules of Nasdaq First North Growth Market.
This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
This disclosure contains information that CLS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 04-07-2023 20:00 CET.