ExpreS2ion announces TO5 warrant exercise price and start of subscription period

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Hørsholm, Denmark, September 06, 2021 – ExpreS2ion Biotech Holding AB (“ExpreS2ion" or the “Company”) announces that the exercise price for the warrants of series TO5 has been determined to SEK 25.00 and the subscription period starts today, September 6, 2021.

CEO Bent Frandsen comments:         
“As mentioned previously, I am proud to announce that the Board of Directors and Management have unanimously agreed to fully exercise their TO5 warrants. Collectively, our holdings amount to 65,142 TO5 warrants, representing 1.2% of the total outstanding TO5 warrants. Our participation reflects our full commitment to the direction of the company, including the transition to a pipeline driven strategy, as well as the potential for our leading COVID-19 and HER2 breast cancer vaccine candidates. In the near term, we are looking forward to the Phase II trial readout for the ABNCov2 COVID-19 vaccine and related start of the now-funded Phase III trial, as well as the preclinical animal proof of concept for ExpreS²ion’s ES2B-C001 breast cancer vaccine.”

ExpreS²ion’s Chairman Martin Roland Jensen comments:

“The funds raised through the TO5 warrant subscription are an important step and resource in our transition to a pipeline driven strategy. As Bent mentions above, I will also fully exercise all my TO5 warrants during the subscription period. Going into the TO5 subscription period, I hold 670,462 ExpreS²ion shares, amounting to 2.3% of outstanding shares and a very significant portion of my personal savings. I am fully committed to ExpreS²ion and confident of a great future for our company, and I am looking forward to continuing to steer the company on the next steps of its journey.”

ExpreS²ion completed a rights issue of units during the third quarter of 2020. One (1) unit consisted of one (1) newly issued share, one (1) warrant of series TO4 and one (1) warrants of series TO5. Three warrants give the owner the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO5 is to be 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 August 23, 2021, to September 3, 2021, but at least SEK 6 and a maximum of SEK 25 per share. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 52.43, therefore the exercise price for the warrants of series TO5 is set to SEK 25.00. The subscription period for warrants of series TO5 runs from September 6, 2021, up to and including September 20, 2021.

If all the warrants of series TO5 are exercised, the Company will receive approximately SEK 45 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 September 20, 2021, or sell the warrants no later than September 16, 2021. Please observe that certain nominees might close their applications earlier than September 20, 2021.

Full terms and conditions regarding the warrants 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 September 29, 2020. The prospectus is available on the Company’s investor relations website investor.expres2ionbio.com, as well as the SFSA’s website www.fi.se.

Summarized terms for the warrants of series TO5

• Subscription period: September 6 – September 20, 2021

• Issue size: 5,455,297 warrants of series TO5, which entitles to subscription of 1,818,432 shares. If all the warrants are exercised, The Company will receive approximately SEK 45 million before issuing costs.

• Exercise price: SEK 25.00 per share

• Last day for trading warrants of series TO5: September 16, 2021

• Dilution etc.: If all warrants are exercised the share capital will increase by SEK 202,048, from SEK 3,264,799 to SEK 3,466,847. If all warrants are exercised the number of shares will increase with 1,818,432 shares, from 29,383,191 shares to 31,201,623 shares. The dilution at the exercise of all warrants amounts to 5.8% percent of the number of shares and number of votes.

Note that the warrants that are not exercised at the latest September 20, 2021, or sold at the latest September 16, 2021, 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.

The application form including instructions for payment will be available at ExpreS²ion’s investor relations website, investor.expreS2ionbio.com and Arctic Securities website (www.arctic.com/secse).

Advisors

Arctic Securities AS, filial Sverige is the financial advisor and issuing agent to the Company regarding the warrants.

Certified Adviser

Svensk Kapitalmarknadsgranskning AB
Telefon: +46 11 32 30 732
E-post: ca@skmg.se

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in ExpreS2ion in any jurisdiction, neither from ExpreS2ion nor anyone else.

This press release is not a prospectus for the purposes of the regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus corresponding to an EU growth prospectus as referred to in this press release has been prepared by the Company and published on the Company’s website. The prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority. Each investor in the preferential rights issue is recommended to read the whole prospectus before a potential investment decision is made.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

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 Company 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 “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”) Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares or warrants in ExpreS2ion may decline and investors could lose all or part of their investment; the shares or warrants in ExpreS2ion offer no guaranteed income and no capital protection; and an investment in the shares or warrants 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 preferential 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 UK MiFIR; 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 or warrants in ExpreS2ion.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares or warrants in ExpreS2ion and determining appropriate distribution channels.

For further information about ExpreS²ion Biotech Holding AB, please contact:

Bent U. Frandsen, CEO
Telephone: +45 4256 6869
E-mail: buf@expres2ionbio.com

Keith Alexander, CFO
Telephone: +45 5131 8147
E-mail: ka@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 300 proteins and 40 virus-like particles (VLPs) in collaboration with leading research institutions and companies. ExpreS²ion develops novel capsid VLP based vaccines through its 34% owned joint venture AdaptVac ApS. For additional information, please visit www.expres2ionbio.com.