CS MEDICA A/S approved for listing at Spotlight Stock Market, publishes prospectus

CS MEDICA A/S (”CS MEDICA” or the ”Company”) hereby announces that the Company has been approved for listing at Spotlight Stock Market. The approval is given under the condition that CS MEDICA, a Danish medico cannabis company, raises the minimum limit in the Company's forthcoming issue of units and that the Company obtains a sufficient number of shareholders, in accordance with Spotlight Stock Market’s regulations. Further, CS MEDICA today publishes the prospectus for the upcoming issue of units (shares and free of charge warrants), which amounts to a total of approx. DKK 33.1 million. The subscription period in the issue of units starts on August 17th and ends on August 31st, 2021. The Company has received subscription commitments of approx. DKK 13.4 million, corresponding to approx. 60 percent of the initial issue volume. The prospectus is available on the Company's (www.cs-medica.com), Sedermera Fondkommission’s (www.sedermera.se), and Spotlight Stock Market’s (www.spotlightstockmarket.com) respective websites. The teaser will also be made available on the websites above at the start of the subscription period. Subscriptions are made to the bank/manager by following the bank's/manager's routines and guidelines.

Lone Henriksen, CS MEDICA’s CEO, comments
"We are happy to be approved for listing on Spotlight Stock Market. Our vision as a public company is to improve the wide public's life quality by offering effective and safe treatment solutions. We aim to be in constant development, exploring how CS MEDICA can support patients in their battle against disease, pain, and the sorrow it brings. The listing and forthcoming IPO are important steps for CS MEDICA as we continue with our work to reach our targets for the operation, primarily focusing on advancing across the European market, and continuing our research, and development activities. Moving ahead, we want to further our advancements working with carefully selected partners to establish our CANNASEN® product lines across European borders.”

Motive for capitalization and listing
CS MEDICA was founded in 2011 and is committed to developing, manufacturing, and commercializing over-the-counter (OTC) medical device products containing cannabinoids, currently, the company focuses on the usage of cannabidiol in psoriasis and arthritis treatment. CS MEDICA has an excellent competitive advantage in a fast-growing industry, having classified medical device treatment products containing cannabinoids with optimal bioavailability, and low medical interaction – all with patents pending, available on the market. New products introduced to the market under Medical Device Regulation (MDR) with cannabinoids must undergo the process applicable to MDR class IIa, corresponding to an application process period of two to three years. CS MEDICA will thus have a competitive advantage during this period. In the future, the Company also foresees great possibilities in systemic treatments, combining gels/serum and complementing it with food supplements to enhance the efficacy of the treatment

CS MEDICA is in the process of entering markets across the nations of Europe, with several signed distribution agreements in the United Kingdom, Netherlands, Belgium, Sweden, Austria, and Denmark (as well as negotiations with eight other countries). The CANNASEN® CBD Treatment line is currently available on the market in more than 200 stores in the EU (with another 326 outlets expected in October 2021), with the CANNASEN® CBD Skincare Restoring and Calm line, to be introduced to the market in 2022. Until now the focus of CS MEDICA has been on expanding its operations within the Nordic countries. With a growing demand for products containing cannabinoids, CS MEDICA is preparing to scale its business with the ambition to continue organizational and product development, enter new strategic partnerships, and launch products on the larger European market.

The Board of Directors considers the IPO to be a logical step to support continued growth and strengthen CS MEDICA’s brand by providing a diversified base of shareholders and increased visibility towards potential partners and customers. Prior to planned listing in September 2021, the Company will carry out an issue of units to maintain the high pace of launching products, expand the scope of operations, and thus gain valuable market shares.

Full terms, conditions, and instructions for the issue are presented in the prospectus that has been prepared by the Company in connection with the IPO.

 

Summary of the offering

Subscription period: August 17th – 31st, 2021.

Subscription price: DKK 38.50 per unit, corresponding to DKK 7.70 per share. Each unit consists of five (5) shares and two (2) warrants of series TO 1. The minimum subscription post is 120 units, which corresponds to DKK 4,620, and thereon after subscription may be made in any number of units. Brokerage fee may occur.

Issue volume: Initially approx. DKK 22.3 million (before issue costs of approx. DKK 1.8 million), of which approx. DKK 3.9 million pertains to bridge loan financing, and approx. DKK 0.8 million is attributable to compensation (in the form of units) to bridge financiers and will thus not be provided to the Company. Furthermore, a previously obtained bridge loan (with no interest) of approx. DKK 2.8 million is to be redeemed against units in this offer. The Company can be provided with additionally approx. DKK 10.8 million before issue costs, upon full exercise of warrants of series TO 1 in August-September 2022.

Valuation (pre-money): Approx. DKK 61.6 million.

Subscription commitments: The Company has received subscription commitments of approx. DKK 13.4 million, corresponding to approx. 60 percent of the initial part of the issue of units.

Lock up: All (two) shareholders in the Company, together holding 8,000,000 shares (corresponding to 100 percent of the shares prior to the listing of the Company) have entered into lock-up agreements. The lock-up agreements state that no selling of any shares or warrants until the exercise of the warrant series TO 1, which is scheduled to take place approx. twelve (12) months after listing on Spotlight Stock Market, is allowed.

Number of shares before the issue of units: 8,000,000.

Expected first day of trading on Spotlight Stock Market: September 14th, 2021.

Ticker and ISIN: CSMED and DK0061668225.

 

Summary of the consideration free warrants

Exercise period: August 18th - September 1st, 2022.

Exercise price: One (1) warrant gives the right to subscribe for one (1) new share at DKK 9.30 during the subscription period for the warrants.

Issue volume: If all warrants are exercised, the Company will receive an additional of approx. DKK 10.8 million before deduction of transaction-related costs.

Ticker and ISIN: CSMED TO 1 and DK0061668308.

 

Advisors, selling agent, and issuing agency
Sedermera Fondkommission is the financial advisor and Markets & Corporate Law Nordic is the legal advisor to CS MEDICA in connection with the planned capitalization and listing. Nordic Issuing acts as issuing agency and Nordnet Bank AB is the selling agent.

For more information about the planned listing, please contact:
Sedermera Fondkommission

Phone: +46 (0) 40 615 14 10
Email: info@sedermera.se

For more information about CS MEDICA, please contact:
Lone Henriksen, CEO

Phone: + (45) 70 70 73 37
Mobile: + (45) 71 20 30 47
Email: lh@galaxapharma.com
Website: https://www.cs-medica.com/

CS MEDICA A/S is a Danish medico cannabis company founded in 2011. CS MEDICA is committed to developing, manufacturing, and commercializing over-the-counter (OTC) medical device products containing cannabinoids. The Company runs its business through the two fully-owned subsidiaries, Galaxa Pharma A/S (distributor and representative of foreign manufacturers in the Nordic, registered medical device product distributor) and CanNordic A/S (Medical device developer and seller (BtB), registered medical device product  manufacturer). CS MEDICA distributes products across the European borders and is headquartered in Copenhagen, Denmark.

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Quotes

"We are happy to be approved for listing on Spotlight Stock Market. Our vision as a public company is to improve the wide public's life quality by offering effective and safe treatment solutions. We aim to be in constant development, exploring how CS MEDICA can support patients in their battle against disease, pain, and the sorrow it brings. The listing and forthcoming IPO are important steps for CS MEDICA as we continue with our work to reach our targets for the operation, primarily focusing on advancing across the European market, and continuing our research, and development activities. Moving ahead, we want to further our advancements working with carefully selected partners to establish our CANNASEN® product lines across European borders.”
Lone Henriksen, CEO CS MEDICA A/S