ExpreS2ion announces the start of the exercise period for warrants of series TO 8

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Hørsholm, Denmark, 7 September 2023 - ExpreS²ion Biotech Holding AB ("ExpreS²ion" or the "Company") announces that today begins the exercise period for the warrants of series TO 8 (the "Warrants"), which were issued in connection with the Company’s rights issues of units announced on 3 March 2023. Note that Warrants not sold by 18 September 2023, or alternatively used to subscribe for shares no later than 21 September 2023, expire without value.

ExpreS²ion completed a rights issue of units during the second quarter of 2023. Within the scope of the rights issue, ExpreS²ion issued 11,115,398 warrants of series TO 8. Furthermore, ExpreS²ion issued an additional 527,573 warrants of series TO 8 to guarantors in the rights issue who chose to receive guarantee compensation in units. One (1) unit consisted of one (1) newly issued share and one (1) warrant of series TO 8. One (1) warrant of series TO 8 gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO 8 was determined to 70 percent of the volume-weighted average price in the Company's share on Nasdaq First North Growth Market during the measurement period, from 21 August 2023 to 1 September 2023. During the measurement period, the volume-weighted average price in the Company's share was approximately SEK 2.24, therefore the exercise price for the warrants of series TO 8 is set to SEK 1.57. The exercise period for warrants of series TO 8 runs from 7 September 2023 up to and including 21 September 2023.

If all the warrants of series TO 8 are exercised, the Company will receive approximately SEK 18.3 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than 21 September 2023 or sell the warrants no later than 18 September 2023. Please observe that certain nominees might close their applications earlier than 21 September 2023.

Full terms and conditions regarding the warrants of series TO 8 and information about the Company is available in the prospectus which was approved by the Swedish Financial Supervisory Authority (the "SFSA") and published by the Company on 27 March 2023. The prospectus is available on the Company's investor relations website investor.expres2ionbio.com, as well as the SFSA's website www.fi.se.

Summarised terms for the warrants of series TO 8

• Exercise period: 7 September 2023 – 21 September 2023.

• Issue size: 11,642,971warrants of series TO 8, which entitles to subscription of 11,642,971 shares. If all the warrants are exercised, the Company will receive approximately SEK 18.3 million before issuing costs.

• Exercise price: SEK 1.57 per share.

• Last day for trading warrants of series TO 8: 18 September 2023.

• Dilution etc.: If all warrants are exercised the share capital will increase with SEK 1,293,663.446792 from SEK 5,472,196.343262 to SEK 6,765,859.790054. If all warrants of series TO 8 are exercised the number of shares will increase with 11,642,971 shares, from 49,249,767 shares to 60,892,738 shares. The dilution at the exercise of all warrants of series TO 8 amounts to approximately 19% percent of the number of shares and number of votes.

Note that the warrants that are not exercised on 21 September 2023 at the latest, or sold on 18 September 2023 at the latest, will expire without value. For the warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.

How warrants are exercised

• Nominee-registered warrants (Custody account) - Subscription and payment by the exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

• Direct-registered warrants (Securities account) - No issue report nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

Additional information can be found in the TO 8 Subscription Brochure, which can be found in the Rights Issue 2023 section of the ExpreS²ion investor website, under IPO and Rights Issues.

The application form including instructions for payment will be available at ExpreS²ion's investor relations website, investor.expreS2ionbio.com and Vator Securities website (www.vatorsecurities.se).

Advisors
Vator Securities act as financial advisor and issuing agent to the Company in connection with the transaction. Advokatfirman Schjødt is the Company’s legal advisor in connection with the transaction.

Certified Adviser
Svensk Kapitalmarknadsgranskning AB

The information was sent for publication, through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.

For further information about ExpreS²ion Biotech Holding AB, please contact:
Bent U. Frandsen, CEO
Keith Alexander, CFO
E-mail: investor@expres2ionbio.com 

About ExpreS²ion

ExpreS²ion Biotechnologies ApS is a fully owned Danish subsidiary of ExpreS²ion Biotech Holding AB with company register number 559033-3729. ExpreS²ion has developed a unique technology platform, ExpreS², for fast and efficient non-clinical development and production of complex proteins for new vaccines and diagnostics. ExpreS² is regulatorily validated for clinical supply. The platform includes functionally modified glycosylation variants for enhanced immunogenicity and pharmacokinetics. Since 2010, the Company has produced more than 500 proteins and virus-like particles (VLPs) in collaboration with leading research institutions and companies. ExpreS²ion develops novel VLP based vaccines in association with AdaptVac ApS, of which ExpreS²ion owns 34%. For additional information, please visit www.expres2ionbio.com.

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This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Vator Securities is acting for ExpreS²ion in connection with the Rights Issue and no one else and will not be responsible to anyone other than ExpreS²ion for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein.

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Forward-looking statements

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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 ExpreS²ion 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 “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in ExpreS²ion may decline and investors could lose all or part of their investment; the shares in ExpreS²ion offer no guaranteed income and no capital protection; and an investment in the shares in ExpreS²ion 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 Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in ExpreS²ion.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ExpreS²ion and determining appropriate distribution channels.