Diagonal Bio AB announces outcome of rights issue
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 SWEDISH LAW. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.
The subscription period in Diagonal Bio AB’s (“Diagonal Bio” or “the Company”) rights issue of units ended on the 22nd of April 2024. The rights issue was subscribed to a total of approximately 19.1 percent, including pre-subscription commitments, meaning that guarantee commitments of a total of approximately 37.3 percent were activated to achieve a total subscription rate of 56.4 percent. Diagonal Bio will thus be provided proceeds of approximately SEK 18 million before the deduction of transaction related costs.
Subscription, allocation and payment
The rights issue was subscribed to approximately SEK 6.1 million, including pre-subscription commitments of approximately SEK 1.5 million, which corresponds to a subscription rate of approximately 19.1 percent. In addition, guarantee commitments of in total approximately SEK 11.9 million have been activated, corresponding to approximately 37.3 percent of the highest rights issue volume. The activated guarantee commitments refer to the guarantee tranche from 17.1 percent to 52.9 percent, which has been partially activated, as well as the top-guarantee tranche, which has been activated in full. The total subscription rate (including guarantee commitments) thus ended at 56.4 percent, meaning that Diagonal Bio is provided with approximately SEK 18 million before transaction related costs of approximately 4.5 (of which approximately SEK 2.4 million relates to compensation for bottom guarantee commitments, assuming that all guarantors choose to receive cash compensation).
A total of 7,046,077 units were subscribed for with the support of pre-emptive unit rights, including pre-subscription commitments. In total, 15,495,213 units were subscribed without the support of pre-emptive unit rights, including activated guarantee commitments. Through the rights issue, 360,660,640 new shares and 45,082,580 warrants of series TO 1 will be issued. The subscribers who are allocated units without preferential rights will receive settlement notes, which are planned to be sent out today, after a formal board decision on allocation. Allotted units without pre-emptive rights shall be paid in accordance with the instructions on the settlement note.
Compensation for guarantee commitments
For the bottom guarantee commitment tranche, a guarantee fee of 13 percent in cash or 15 percent in the form of newly issued units, which are issued on the same terms as the rights issue, is paid. For the second guarantee commitment tranche, a guarantee fee of 15 percent in cash or 17 percent in the form of newly issued units, which are issued on the same terms as the rights issue, is paid. For the top guarantee commitment tranche, a guarantee fee of 17 percent in cash or 20 percent in the form of newly issued units, which are issued on the same terms as the rights issue, is paid.
Number of shares and share capital
When the rights issue has been registered with the Swedish Companies Registration Office, the total number of shares will have increased by 360,660,640 shares, from 39,975,779 shares to 400,636,419 shares, the Company’s share capital will, upon registration, have increased by SEK 18,033,032.00, from SEK 1,998,788.95 to SEK 20,031,820.95 (before share capital decrease). In addition, there will be 45,082,580 outstanding warrants of series TO 1. The shareholders who have not participated in the rights issue will be subject to a dilution effect corresponding to approximately 90 percent of the votes and capital.
Trading in BTU
Trading in BTU’s will take place on Nasdaq First North Growth Market until the rights issue has been registered with the Swedish Companies Registration Office. The registration is expected to take place around the 10th of May 2024.
Terms for warrants of series TO 1
One (1) TO 1 entitles the holder to subscribe for one (1) new share in Diagonal Bio during the period from and including the 12th of September 2024, to and including the 26th of September 2024. The exercise price for TO 1 shall amount to seventy (70) percent of the average volume-weighted price of the share according to the official price statistics of the Nasdaq First North Growth Market during a period of twenty (20) trading days ending two (2) banking days before the start of the exercise period and the exercise price will be determined within the range of SEK 0.05-0.12 per new share. The exercise price must be rounded to the nearest whole öre. The Company will announce the exercise price the day before the first day of the exercise period. Upon full utilization of TO 1 at the highest exercise price, the Company may receive a maximum of approximately SEK 5.4 million before transaction costs, which are estimated to amount to a maximum of approximately SEK 0.3 million.
Through TO 1, the share capital can increase by a maximum of SEK 2,254,129 (before share capital decrease). Provided that TO 1 are fully utilized, TO 1 will result in a dilution of approximately 10 percent. TO 1 is planned to be admitted to trading on the Nasdaq First North Growth Market as soon as possible after final registration with the Swedish Companies Registration Office. The last day of trading in TO 1 is expected to be the 24th of September 2024.
Advisors
In connection with the rights issue, Sedermera Corporate Finance AB has acted as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent.
For more information about the rights issue, please contact:
Sedermera Corporate Finance AB
Phone: +46 (0)40 615 14 10
E-mail: cf@sedermera.se
www.sedermera.se
For more information about the Company, please contact:
Karin Wehlin, CEO
Phone: +46 (0)70 305 24 88
E-mail: kw@diagonalbio.com
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
E-mail: ca@skmg.se
Important information
This press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, warrants, subscription rights, BTU or other securities in Diagonal Bio AB and investors should not subscribe or acquire any securities other than on the basis of the information in the prospectus which is available on the Company’s website. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden.
This press release may not be made public, published or distributed, 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 in any other jurisdiction where the distribution of this press release would be illegal. This press release also does not constitute an offer to sell new shares, warrants, subscription rights, BTUs or other securities to any person in a jurisdiction where it would not be permitted to make such an offer to such person or where such action would require an additional prospectus, registration or other measures than according to Swedish law. The prospectus, notification form and other documents relating to the Rights Issue may not be distributed in or to any country where such distribution or the Rights Issue requires actions as specified in the previous sentence or where they would be contrary to regulations in such country. Actions contrary to this instruction may constitute a violation of applicable securities legislation.
No shares, warrants, warrants, BTUs or other securities have been or will be registered under the United States Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered, subscribed , is exercised, pledged, sold, resold, assigned, delivered or otherwise transferred, directly or indirectly, in or to the United States, except pursuant to an applicable exemption from, or through a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
This press release may contain certain forward-looking information that reflects the Company's current view of future events as well as financial and operational development. Words such as "intends", "estimates", "expects", "may", "plans", "believes", "estimates" and other expressions that imply indications or predictions of future developments or trends, and are not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual outcomes may differ materially from what is stated in forward-looking information. Neither the Company nor anyone else undertakes to revise, update, confirm or publicly announce any revision of any forward-looking statement to reflect events occurring or circumstances occurring with respect to the contents of this press release, except as required by law or Nasdaq First North Growth Market's regulations.
This is information that Diagonal Bio AB is obliged to make public according to the EU Market Abuse Regulation (MAR). The information was made publicly available by the Company’s contact person set out above on April 24, at 09:30 CET 2024.
About Diagonal Bio
Diagonal Bio AB was founded in 2020 and is a Swedish biotechnology company with headquarters and offices in Lund. The Company develops the PANVIRAL® platform to detect and diagnose small sections of pathogen genomes, for example viruses, bacteria and fungi. The Company was founded with the goal of reducing human suffering by revolutionizing global diagnostics of pathogen-borne diseases with proprietary technology. Diagonal Bio's patented technology can also be used for the less regulated market segments via LAMPlify®.