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The Board of Directors resolves on a directed issue of units and preferential rights issue of units

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THIS PRESS RELEASE IS DISTRIBUTABLE WOULD BE ILLEGAL OR REQUIRE ADDITIONAL ACTIONS THAN SUCH ACTIONS RESULTING FROM DANISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.

Copenhagen, Denmark, 4 September 2024 – Curasight A/S ("Curasight" or the “Company" – TICKER: CURAS) today announces that the Board of Directors has resolved on a directed issue of units (warrants of series TO2 and series TO3) (the “Directed Issue”) to Fenja Capital II A/S (“Fenja”) and a preferential rights issue of units (warrants of series TO2 and series TO3) (the “Rights Issue”) to the shareholders in the Company, in accordance with the Company’s announcement on 14 June 2024. The proceeds from the warrants issued through the Directed Issue and the Rights Issue are to be used to fund the advancement of Curasight's pipeline within the field of radiopharmaceuticals, enabling the parallel development of the Company's diagnostic uTRACE® platform and radioligand therapy uTREAT® platform, as well as support activities connected to the ongoing collaboration with Curium Inc. The transaction ensures strategic flexibility, with the full financing extending the cash runway into the second half of 2025. The subscription period in the Rights Issue commences on 16 September 2024 and ends on 30 September 2024. A prospectus will be published when approved by the Danish Financial Supervisory Authority, prior to the subscription period.

Directed issue of units

The Board of Directors has today, with support from the authorization from the Extraordinary General Meeting on the 2 July 2024, decided to execute a directed issue of 625,000 units, comprising a total of 1,250,000 warrants of series TO2 and 625,000 warrants of series TO3, to Fenja. The units are subscribed at a subscription price of DKK 0.01 per unit. For more information about the warrants of series TO2 and series TO3, see “Warrants of series TO2 and series TO3”. The decision is made in accordance with what was communicated by the Company through a press release on 14 June 2024.

It is to be noted that the Directed Issue itself will not increase the number of shares or the share capital. Existing shareholders will thus not experience a dilution effect after the Directed Issue.

Rights Issue of units

In addition to the decision above, the Board of Directors has, with support from the authorization from the Extraordinary General Meeting on the 2 July 2024, decided to execute a preferential rights issue of a total 1,216,907 units, consisting of a total of 2,433,814 warrants of series TO2 and 1,216,907 warrants of series TO3.

Those who are shareholders on the record date of 13 September 2024 will receive one (1) unit right for each (1) share in Curasight. Seventeen (17) unit rights give the shareholder the right to subscribe for one (1) unit at a price of DKK 0.01 per unit. One (1) unit consists of two (2) warrants of series TO2 and one (1) warrant of series TO3. Those who are not shareholders in Curasight will not receive unit rights and will thus not be able to participate in the Rights Issue.

It is to be noted that the Rights Issue itself will not increase the number of shares or the share capital. Existing shareholders who choose not to participate in the Rights Issue will thus not experience a dilution effect after a fully subscribed Rights Issue.

Warrants of series TO2 and series TO3

Warrants of series TO2 will have an exercise period that runs from and including the 21st of November 2024 until and including 5th of December 2024. The exercise price for warrants of series TO2 will be set on the day before exercise period and will be based on the Volume Weighted Average Price in the Company’s share 20 days back, with a discount of 30 percent and be within the range DKK 11.50-15.55. Through the exercise of warrants of series TO2, Curasight can receive a maximum of approximately DKK 57.3 million. The warrants of series TO2 will be subject to trading at Spotlight Stock Market.

If the Rights Issue is fully subscribed and all warrants of series TO2 issued in the Rights Issue and the Directed Issue are exercised the share capital will increase by DKK 184,190.70 to DKK 1,218,312.05 and the number of shares will increase by 3,683,814 to 24,366,241, resulting in a dilution of approximately 15.1 percent.

Warrants of series TO3 will have an exercise period that runs from and including the 4th of June 2025 until and including 18th of June 2025. The exercise price for warrants of series TO3 will be set on the day before exercise period and will be based on the Volume Weighted Average Price in the Company’s share 20 days back, with a discount of 30 percent and be within the range DKK 15.55-19.40. Through the exercise of warrants of series TO3, Curasight can receive a maximum of approximately DKK 35.7 million. The warrants of series TO3 will be subject to trading at Spotlight Stock Market.

If all warrants of series TO3 issued in the Rights Issue and the Directed Issue are exercised, the share capital will increase by an additional DKK 92,095.35 to DKK 1,310,407.40 and the number of shares will increase by an additional 1,841,907 to 26,208,148, resulting in a dilution of approximately 7.0 percent.

Timeline

The timeline is illustrated below:

  • Early/mid-September 2024 – Prospectus is approved by the DFSA and published
  • 11 September 2024 – Last day of trading in Curasight’s shares including the right to receive unit rights
  • 12 September 2024 – First day of trading in Curasight’s shares excluding the right to receive unit rights
  • 12 September 2024 – First day of trading in unit rights
  • 13 September 2024 – Record date to receive unit rights
  • 16 September 2024 – Subscription period and trading in BTU commences
  • 26 September 2024 – Last day of trading in unit rights
  • 30 September 2024 – Subscription period ends
  • 3 October 2024 – Outcome of preferential rights issue is announced
  • Mid-October 2024 – Preferential rights issue is registered at Erhvervsstyrelsen and end of trading in BTU
  • Mid/late-October 2024 – Trading in warrants of series TO2 and series TO3 starts
  • 21 November 2024 – Start of the exercise period for warrants of series TO2
  • 3 December 2024 – Last day of trading in warrants of series TO2
  • 5 December 2024 – End of the exercise period for warrants of series TO2
  • 4 June 2025 – Start of the exercise period for warrants of series TO3
  • 16 June 2025 – Last day of trading in warrants of series TO2
  • 18 June 2025 – End of the exercise period for warrants of series TO3

Anticpated timeline for Objectives

2024

  • Q4 Last patient included, part I – uTRACE® (Phase II, Prostate Cancer, Partnered project)
  • Q4 Preliminary efficacy data – uTRACE® (Phase II, Prostate Cancer, Partnered project)

2025

  • H1Acceptance of CTA by EMA – uTREAT® (Phase I/IIa, Therapeutic program, First indication)
  • H1 Last patient included, Part II – uTRACE® (Phase II, Prostate Cancer, Partnered project)
  • H1 First patient dosed, part I – uTREAT® (Phase I/IIa, Therapeutic program, First indication)
  • H2 Topline results, Phase II – uTRACE® (Phase II, Prostate Cancer, Partnered project)
  • H2 Preliminary efficacy data – uTREAT® (Phase I/IIa, Therapeutic program, First indication)
  • H2 First patient included, part II – uTREAT® (Phase I/IIa, Therapeutic program, First indication)

Long term strategic Objective

2026

  • Acceptance of CTA by EMA and first patient included part I – uTREAT® (Phase I/IIa, Therapeutic program, Basket trial)
  • Last patient included, part II – uTREAT® (Phase I/IIa, Therapeutic program, First indication)

2027

  • Topline results, Phase I/IIa – uTREAT® (Phase I/IIa, Therapeutic program, First indication)
  • Last patient included, part I and preliminary efficacy data – uTREAT® (Phase I/IIa, Therapeutic program, Basket trial)

Future capital need

Provided that the warrants of series TO2 and TO3 are exercised in full and at the highest exercise price, Curasight will have funds to finance its operations into the second half of 2025. Future potential strategic or out-licensing partnerships with big pharma or capital injections from institutional investors are not included in the current assessment of the company’s cash position.

Prospectus and teaser

A prospectus in relation to the Rights Issue is for review by the Danish Financial Supervisory Authority (the “DFSA”) and will be published on the Company’s website (www.curasight.com), Sedermera Corporate Finance AB’s website (www.sedermera.se) and Spotlight Stock Market (www.spotlightstockmarket.com) as soon as it has been approved. The Company will also publish a teaser, describing the offer and terms in brief, to be published in connection with the start of the subscription period.

Advisors

Sedermera Corporate Finance AB is the Company's financial advisor in connection with the capitalization. DLA Piper has been the Company’s legal advisor. Nordic Issuing AB is the settlement agent.

For more information regarding Curasight, please contact:

Ulrich Krasilnikoff, CEO

Phone: +45 22 83 01 60

E-mail: uk@curasight.dk

www.curasight.com

For more information regarding the Directed Issue and the Rights Issue, please contact:

Sedermera Corporate Finance AB

Phone: +46 40 615 14 10

E-mail: cf@sedermera.se

www.sedermera.se

Curasight is a clinical development company based in Copenhagen, Denmark. The Company is a pioneer in the field of exploiting a novel Positron Emissions Tomography (PET) imaging (uTRACE®) and Radioligand Therapy (uTREAT®) Theranostic Platform targeting the urokinase-type plasminogen activator receptor (“uPAR”). The technology is expected to improve diagnosis and provide more gentle and efficient treatment of multiple cancer types.

Important information

Publication or distribution of this press release may in some jurisdictions be subject to restrictions by law and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable regulations of the respective jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe for any securities of the Company in any jurisdiction, either from the Company or from anyone else.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in new shares. An investment decision due to the directed issues must be made on the basis of all publicly available information regarding the Company and the Company's shares. The information in this press release is published as background information only and does not claim to be complete. Accordingly, an investor should not rely solely on the information in this press release or its accuracy or completeness.

This press release does not constitute a recommendation for any investors' decisions regarding the directed issues. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this announcement and any publicly available information. The price and value of the securities may decrease as well as increase. Achieved results do not constitute a guide for future results.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without application of an exemption from registration, under the then-current U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold in the United States without being registered, subject to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities mentioned herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, Belarus, Russia, the United States or any other jurisdiction where such publication , publication or distribution of this information would be contrary to current regulations or where such an action is subject to legal restrictions or would require additional registration or other measures than what follows from Danish law. Actions contrary to this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus within the meaning 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. The Company has not approved any offer to the public of shares or rights in any member state of the EEA and no prospectus has been drawn up or will be drawn up in connection with the directed issues. In each EEA Member State, this notice is directed only to "eligible investors" in that Member State as defined in the Prospectus Regulation.

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