NextCell’s rights issue oversubscribed
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NextCell Pharma AB (publ) (”NextCell” or the “Company”) hereby announces the outcome of the Company’s rights issue of units, consisting of shares and warrants of series TO2, with preferential rights for the Company’s existing shareholders, which was announced through a press release on 24 April 2024 (the “Rights Issue”). The outcome of the Rights Issue shows that 34,747,218 units, corresponding to approximately 91.9 percent of the Rights Issue, were subscribed for with the support of unit rights. In addition, applications for subscription of 22,636,886 units without the support of unit rights have been submitted, corresponding to approximately 59.9 percent of the Rights Issue. Together, subscriptions of units with the support of unit rights and applications for subscription of units without the support of unit rights correspond to approximately 151.7 percent of the Rights Issue. The Rights Issue is therefore oversubscribed and NextCell will from the Rights Issue receive approximately SEK 40.1 million before deduction of issue costs.
The outcome in the Rights Issue
The subscription period in the Rights Issue ended on 14 June 2024. The Rights Issue comprised a maximum of 37,817,475 units, of which 34,747,218 units, corresponding to approximately 91.9 percent of the Rights Issue, have been subscribed for with the support of unit rights. In addition, applications for subscription of 22,636,886 units without the support of unit rights have been submitted, corresponding to approximately 59.9 percent of the Rights Issue. Together, subscriptions of units with the support of unit rights and applications for subscription of units without the support of unit rights correspond to approximately 151.7 percent of the Rights Issue. A total of 3,070,257 units, corresponding to approximately 8.1 percent of the Rights Issue, have been allotted those who have applied for subscription of units without the support of unit rights. The Rights Issue is therefore fully subscribed and no guarantee commitments have been utilized.
Through the Rights Issue, the Company will initially receive approximately SEK 40.1 million before issue costs. Upon full exercise of all warrants of series TO2, the Company may receive a maximum of approximately SEK 113.5 million in total before issue costs.
Allotment of units subscribed for without unit rights
Allotment of units subscribed for without the support of unit rights has been made in accordance with the allotment principles set out in the prospectus published by the Company on 30 May 2024 by reason of the Rights Issue (the “Prospectus”). Notice of such allotment will be communicated separately through distribution of settlement notes. Payment of subscribed and allotted units shall be made by cash payment in accordance with the instructions in the settlement note. Nominee-registered shareholders will receive notice of allotment in accordance with instructions from the respective nominee.
Shares, share capital and dilution
Through the Rights Issue, the total number of shares in the Company will increase by 37,817,475, from 34,379,523 shares to 72,196,998 shares, and the share capital will increase by SEK 7,752,582.375, from SEK 7,047,802.215 to SEK 14,800,384.590. This corresponds to a dilution effect of approximately 52.4 percent of the total number of shares and votes in the Company.
Upon full exercise of all warrants of series TO2, the total number of shares in the Company will increase by an additional 37,817,475, from 72,196,998 shares to 110,014,473 shares, and the share capital will increase by an additional SEK 7,752,582.375, from SEK 14,800,384.590 to SEK 22,552,966.965. This corresponds to a dilution effect of approximately additional 34.4 percent of the total number of shares and votes in the Company.
Trading in paid subscribed units (”BTU”)
Trading in BTU will take place until the conversion of BTU into shares and warrants of series TO2, which will take place after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to take place during week 27, 2024.
Warrants of series TO2
Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the Company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price when subscribing for new a share by support of a warrant shall be set at an amount corresponding to 70 percent of the volume-weighted average price of the Company’s share during the period from and including 2 May 2025 until and including 15 May 2025, but no less than SEK 1 and no more than SEK 3. Complete terms and conditions for the warrants are available on the Company’s website, www.nextcellpharma.com.
Commission to guarantors
In connection with the Rights Issue, the Company has received guarantee commitments from a number of existing shareholders and external investors. Guarantee commission will be paid for the guarantee commitments, whereby commission for the bottom guarantees is paid with either 12 percent of the guaranteed amount in cash, corresponding to approximately SEK 3 million, or with 14 percent of the guaranteed amount in the form of newly issued units in the Company, corresponding to approximately SEK 3.5 million, and commission for the top guarantees is paid with either 8 percent of the guaranteed amount in cash, corresponding to approximately SEK 0.6 million, or 10 percent of the guaranteed amount in the form of newly issued units in the Company, corresponding to approximately SEK 0.8 million. Each (1) unit shall consist of one (1) newly issued share and one (1) warrant of series TO2 free of charge.
The subscription price for units issued as guarantee commission has been set at SEK 1.50 per unit, corresponding to SEK 1.50 per share, which corresponds to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market during the subscription period in the Rights Issue. The warrants are issued free of charge. The guarantee commission and the subscription price have been determined through negotiations at arm’s length between the Company and the parties that have provided the guarantee commitments, in consultation with a financial advisor and through analysis of several market factors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect the prevailing market conditions. In total, a maximum of 2,895,580 units may therefore be issued as guarantee commission to the guarantors, corresponding to a maximum of 2,895,580 shares and a maximum of 2,895,580 warrants of series TO2.
Guarantors who wish to receive guarantee commission in the form of units shall notify Redeye AB thereof no later than 20 June 2024. Any resolution on the issue of units to guarantors is intended to be made by the Company’s Board of Directors by virtue of the authorisation from the Annual General Meeting on 30 November 2023, and will be announced through a press release.
Advisors
Redeye AB is financial advisor to NextCell in connection with the Rights Issue. Törngren Magnell & Partners Advokatfirma KB is legal advisor to NextCell in connection with the Rights Issue.
For more information about NextCell Pharma, please contact
Mathias Svahn, CEO
Patrik Fagerholm, CFO
Tel: +46 8 735 5595
E-mail: info@nextcellpharma.com
Websites:
NextCell Pharma AB: www.nextcellpharma.com
Cellaviva Sverige: www.cellaviva.se
Cellaviva Danmark: www.cellaviva.dk
LinkedIn: https://www.linkedin.com/company/15255207/
Twitter: https://twitter.com/NextCellPharma
Certified Adviser
FNCA Sweden AB is assigned as Certified Adviser.
About NextCell Pharma AB
NextCell is a cell therapy company that is in phase 2 studies with the drug candidate ProTrans for the treatment of type 1 diabetes. The focus is to obtain market approval of ProTrans via a phase 3 study. ProTrans is manufactured utilizing the patented platform technology for selection of optimal cells with potency to treat inflammatory disorders including autoimmune diseases. NextCell owns Cellaviva, the largest stem cell bank in the Nordics and QVance, a quality analysis CRO company in start up.
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed units, unit rights or other securities in NextCell in any jurisdiction. An invitation to eligible persons to subscribe for units in NextCell has only been made through the Prospectus and the supplement to the Prospectus published by NextCell on 10 June 2024 (together the “Prospectuses”).
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "USA"), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Korea, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law.
This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the USA. No shares, paid subscribed units, unit rights, or other securities issued by the Company (the "Securities") have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws in any other state or jurisdiction in the USA, and no Securities may be offered, subscribed, used, pledged, sold, retailed, delivered or transferred, directly or indirectly, in or into the USA other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the USA. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the USA. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the Prospectuses. To assert the contrary is a criminal act in the USA.
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.
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's version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom's 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.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in Securities. Any investment decision to acquire or subscribe for Securities in connection with the Rights Issue must be made only on the basis of the Prospectuses.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements