Warrants of series TO 8 were exercised to approximately 18.5 percent and ExpreS2ion receives approximately SEK 3.4 million

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Hørsholm, Denmark, 25 September 2023 - Today, 25 September 2023, ExpreS2ion Biotech Holding AB ("ExpreS2ion" or the "Company") announces the outcome of the exercise of warrants of series TO 8 (the "Warrants"), which were issued in connection with the Company's rights issue of units in 2023. In total, 2,155,191 Warrants were exercised, corresponding to approximately 18.5 percent of the total number of outstanding Warrants, for subscription of 2,155,191 shares at an exercise price of SEK 1.57 per share. ExpreS2ion will receive approximately SEK 3.4 million before issuing costs through the exercise of the Warrants.

Background
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. Furthermore, ExpreS²ion issued an additional 527,573 Warrants 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. One (1) Warrant gives the owner the right to subscribe for one (1) new share in the Company. The exercise price for the Warrants 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 was set to SEK 1.57.

Outcome
In total, 2,155,191 Warrants were exercised for subscription of 2,155,191 shares, meaning that approximately 18.5 percent of all outstanding Warrants were exercised for subscription of shares and ExpreS²ion receives approximately SEK 3.4 million in gross proceeds.

Exercised warrants have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to shares within approximately three weeks.

Number of shares, share capital and dilution
Through the exercise of the Warrants, the number of shares in ExpreS²ion increases by 2,155,191 shares, from 49,249,767 shares to a total of 51,404,958 shares. The share capital will increase by SEK 239,465.667101, from SEK 5,472,196.343262 to SEK 5,711,662.010363.

For existing shareholders who did not exercise any Warrants, the dilution amounts to approximately 4.2 percent based on the number of shares following exercise of the Warrants.

CEO Bent U. Frandsen's comments:
"Although the recent results from Bavarian Nordic’s Phase III clinical trial for ABNCoV2 were disappointing from a commercial perspective, we are now in a unique position as a biotech company with a clinical Phase III-validated technology platform. Looking forward, we are actively exploring opportunities to leverage our expertise, including the Phase III-validated technology platform, to develop innovative vaccines with a faster and less costly path to value creation. We have an advanced preclinical-stage HER2-VLP breast cancer vaccine ES2B-C001 with compelling research data, that we now actively employ in search of new strategic options for financing the near-term clinical development. Furthermore, I am very confident in progression of our other pipeline projects across influenza, CMV, and malaria, and not least exploratory research that give us proprietary capabilities to fast-forward novel preclinical assets toward clinical development. I thank the shareholders who stand with us and look forward to generating new value from our R&D in the near-term future."

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

This press release constitutes inside information that ExpreS2ion Biotech Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. 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.

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 from someone else.

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.

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 Rights Issue 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 the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa, Switzerland 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.

This press release is not a prospectus for the purposes 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. A prospectus, corresponding to an EU Growth Prospectus regarding the rights issue described in this press release has previously been prepared and published by the Company. The prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) being the national competent authority and is available on the Company's website. Furthermore, the prospectus has been passported to Denmark making it available for Danish investors.

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” 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.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.

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.