Integrum intends to carry out a directed new issue of series B shares of approximately SEK 50 million

Mölndal, Sweden – 13 June 2024 – Integrum AB (publ) (Nasdaq First North Growth Market: INTEG B) (“Integrum” or the “Company”) announces its intention to carry out an issue of series B shares of approximately SEK 50 million directed to Swedish and international institutional investors (the “Directed Issue”). Integrum has appointed Carnegie Investment Bank AB (publ) (“Carnegie”) as Sole Global Coordinator and Bookrunner to explore the conditions to carry out the Directed Issue through an accelerated book-building procedure.

The Directed Issue is intended to be carried out with deviation from the shareholders’ preferential rights in accordance with the issue authorization by the annual general meeting on 27 September 2023. The subscription price and the total number of new series B shares in the Directed Issue will be determined through an accelerated book building procedure, which will commence immediately following this press release. Pricing and allocation of the new shares is expected to take place before the commencement of trading on Nasdaq First North Growth Market at 09:00 CEST on 14 June 2024. By establishing the subscription price in the Directed Issue through an accelerated book building procedure, it is the assessment of the Board of Directors that the subscription price will accurately reflect the current market conditions and demand. The closing, pricing and allocation in the book building procedure are at the discretion of the Company and the procedure may be cancelled at any time. The Company will announce the outcome of the Directed Issue in a subsequent press release after the book building procedure has been completed.

Integrum intends to use the net proceeds from the Directed Issue for investments into commercial resources and distribution, as well as for clinical affairs and continued product portfolio expansion. This includes:

• Intensification of commercial efforts within the US market, to advance targeting of relevant trauma centers, CPOs and surgeons.
• Acceleration of market access in other nascent and new potential markets (EU and RoW), together with funding of working capital requirements to secure availability for end-customers and facilitate growth in selected markets.
• Expansion of product portfolio and addressable indications in the US, including investments in regulatory affairs for the submission of the PMA application for transhumeral (above-elbow) and transtibial (below-knee) amputations, as well as strengthen and accelerate research and product development capabilities for next-generation products.

In the event of strong demand and to enable Integrum to meet any such demand, Pericardium AB, a company controlled by Rickard Brånemark, CEO and founder of Integrum, have agreed to divest up to approximately 150,000 existing class B shares in the Company at the same price as in the Directed Issue. Rickard Brånemark has expressed his continued long-term commitment to the Company as its CEO and founder and as a majority shareholder. The Company will not receive any proceeds from a potential sale of existing shares.

The Board of Directors of the Company deems, after an overall assessment and careful consideration, that a new share issue with deviation from the shareholders’ preferential rights is a more justified alternative for the Company’s shareholders than a rights issue and that it is in the best interest of both the Company and its shareholders. The Board of Directors’ assessment is based on the fact that the Directed Issue enables the Company to raise capital quickly and efficiently, which in turn provides a flexibility to capture investment opportunities available to the Company in the short term, as well as to benefit from the perceived interest in the Company’s share among institutional investors and broaden the institutional investor base. Conversely, a rights issue would likely lead to a prolonged process and delayed investments for the Company, along with greater market risk, adverse impact on share price and higher dilution for non-participating shareholders.

In connection with the Directed Issue, the Company has agreed not to, with customary exceptions, issue any shares for a period of 90 days after the settlement date of the Directed Issue. In addition, Company shareholders within the Company’s Board of Directors and management team, have agreed not to sell any shares in Integrum for a period of 90 days after the settlement of the Directed Issue. In addition, Rickard Brånemark has agreed not to sell any shares for a period of 180 days after the settlement of the Directed Issue, subject to customary exceptions.

The Directed Issue is contingent that the Board of Directors, based on the issue authorization by the annual general meeting on 27 September 2023, resolves on a directed new issue of series B shares.

Advisers

Carnegie Investment Bank is Sole Global Coordinator and Bookrunner in connection with the Directed Issue. Setterwalls Advokatbyrå AB is legal adviser in connection with the Directed Issue.

This disclosure contains information that Integrum AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 13-06-2024 17:31 CET.

For more information, please contact:
Rickard Brånemark, CEO
Phone: +46 (0) 70 846 10 61
E-mail: rickard.branemark@integrum.se

Jörgen Svanström, CFO
Phone: +46 (0) 70 734 96 60
E-mail: jorgen.svanstrom@integrum.se

Certified Adviser

Carnegie Investment Bank AB (publ) is Certified Adviser.

About Integrum

Integrum is a publicly traded company (Nasdaq First North Growth Market: INTEG B) based outside of Gothenburg, Sweden, with a U.S. subsidiary in San Francisco. Since 1990, its OPRA® Implant System has helped improve the quality of life for hundreds of people who are amputees by directly attaching a prosthesis to the bone and musculoskeletal system, therefore avoiding the need for a socket. Based on osseointegration, the bone-anchored implant system offers a range of benefits, including improved mobility and function, enhanced comfort, reduced pressure, a stable attachment and more. The OPRA® Implant System was approved by the U.S. Food and Drug Administration (FDA) in 2020 and is the only FDA-approved bone-anchored implant system specifically designed for use in amputees available in the U.S. Today, Integrum continues to perform research and develop custom-made medical device solutions in close collaboration with scientists and clinicians. To learn more, please visit https://integrum.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. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Integrum in any jurisdiction, neither from Integrum nor from anyone else.

Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Carnegie as Sole Global Coordinator and Bookrunner. 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.

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 or distributed, directly or indirectly, in whole or in part, to Australia, Canada, Hong Kong, New Zeeland, Russia, Belarus, Singapore, South Africa, Japan or the United States of America or in any other jurisdiction where the 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 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Integrum has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State and the United Kingdom, this communication is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of the Prospectus Regulation.

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 Prospectus Regulation 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 (as amended) (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 Integrum have been subject to a product approval process, which has determined that the 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 may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares 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 offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

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 Integrum.

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

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 future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation 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 if required by law or Nasdaq First North Premier Growth Market’s rule book for issuers.