Stayble Therapeutics AB implements directed offset issue to underwriters in connection with the concluded rights issue
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NB: This is an English convenience translation of this press release. In case of any discrepancy, the correct version is the Swedish original “Stayble Therapeutics AB genomför kvittningsemission för garanter I samband med den avslutade företrädesemissionen”.
Stayble Therapeutics AB (”Stayble” or ”the Company”) has concluded the rights issue of shares, which was decided on by the Board of Directors on February 22nd, 2023, and which was confirmed by an extraordinary general meeting on March 16th, 2023 (“the Rights Issue”). In connection with this, a directed offset issue of shares is implemented for the underwriters who have chosen to receive remuneration in the form of newly issued shares in the Company (”the Remuneration Issue”), according to the underwriting commitments entered into as part of the Rights Issue and as previously communicated. The subscription price of the Remuneration Issue is set to SEK 1.78 per share (equal to the set subscription price of the concluded Rights Issue) and payment will be made in the form of an offset by the underwriter’s claim of remuneration.
As previously communicated in connection with the Rights Issue, underwriters, according to underwriting commitments, have the choice of remuneration in the form of cash or in the form of shares in the Company. A total of three underwriters, Daniel Frändberg, UBB Consulting AB and Niklas Engman AB, have chosen to receive remuneration in the form of shares. Due to this, the Board of Directions, as authorized be the annual general meeting on June 1st, 2022, has decided to implement the Remuneration Issue, encompassing a total of 82,628 newly issued shares in the Company.
The purpose of the Remuneration Issue, and the reason for deviation from the precedence of the shareholders, is to fulfil the Company’s commitments to the underwriters in accordance to entering into underwriting commitments. For this reason, Stayble’s Board of Directors is of the opinion that it is beneficial to the financial standing of the Company to utilize the opportunity to partly settle the remuneration in the form of shares instead of by cash payment.
Payment is to take place by offset of claims towards the company, consisting of respective underwriter’s remuneration. The subscription price has, through agreements made with the underwriters, been set to SEK 1.78 per share, which is equal to the subscription price of the concluded Rights Issue. For bottom-up underwriting commitments a cash remuneration of 12 percent of the guaranteed amount is made, alternately an optional remuneration of 15 percent in the form of shares. For top-down underwriting commitments a cash remuneration of 15 percent of the guaranteed amount is made, alternately an optional remuneration of 20 percent in the form of shares. The accordance to the conditions of the market of the remuneration was decided and assured in dialogues with external investors and financial advisors during the market probe before the Rights Issue. Considerations of other remunerations on the market at the same time were also made. The Board of Directors also considers the subscription price to be in line with the conditions of the market considering the subscription price of the Rights Issue, which was not fully subscribed by existing shareholders or the public.
Through the Remuneration Issue, the number of shares in Stayble increases with 82,628 shares to a total of 31,720,903 shares, and the share capital increases with SEK 10,741.64 to a total of SEK 4,123,717.39 (based on the number of outstanding shares in the Company after final registration of the Rights Issue and the Remuneration Issue with the Swedish Companies Registration Office). The dilution effect due to the Remuneration Issue amounts to approximately 0.26 percent (based on the number of outstanding shares in the Company after final registration of the Rights Issue and the Remuneration Issue with the Swedish Companies Registration Office).
Advisors
In connection with the Rights Issue, Stayble has appointed Sedermera Corporate Finance AB as financial advisor, Markets & Corporate Law Nordic AB as legal advisor and Nordic Issuing AB as issuing agent. Shark Communication AB has assisted the Company with advice regarding communication.
For more information
Andreas Gerward, CEO Stayble Therapeutics AB
Phone: +46 (0) 730 808 397
E-mail: andreas.gerward@stayble.se
www.staybletherapeutics.com
About Stayble Therapeutics AB
Stayble is a clinical-stage pharmaceutical company developing the STA363 injection treatment for degenerative disc disease (DDD) and chronic disc herniation (LDH). Stayble's vision is to offer patients a simple and effective treatment that addresses the underlying cause of the patient's chronic pain and provides lasting pain relief and increased physical function. Aimed at patients who are not helped by physiotherapy and painkillers, the treatment is a single injection that is expected to last a lifetime and requires minimal rehabilitation. The company is now focused on clinical development and is currently conducting a Phase 2b clinical trial in DDD and a Phase 1b trial in LDH.
Svensk Kapitalmarknadsgranskning AB is the Company’s Certified Advisor.
IMPORTANT INFORMATION
The information in this press release does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, shares, subscription rights, paid subscribed share (“BTA”), warrants, newly issues shares or other securities in Stayble. Invitation to persons concerned to subscribe to shares will only be available through the EU Growth Prospectus which was published on April 17th 2023.
Neither shares, subscription rights, BTA, warrants, newly issued shares or other securities are recommended or approved by any American federal or state securities authority or supervisory authority. No shares, subscription rights, BTA, warrants, newly issues shares or other securities are registered or will be registered according to the United States Securities Act of 1933 in its current wording, or by any other admissible law in the United States, Australia, Japan, Canada, New Zeeland, South Africa, Hong Kong, Switzerland, Singapore, Russia, Belarus or any other country where the Rights Issue or distribution of this press release violates Swedish law or regulations or requires the a further prospectus to be drafted, registered or any other measures to be taken except those required by Swedish law. The press release, as well as the prospectus and other documents referring to the Rights Issue, are thus not permitted to distribute to or within any such jurisdiction.
This press release may contain forward-looking statements that reflect Stayble’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “except”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future developments or trends, constitute forward-looking statements. Forward-looking statements by nature entail known as well as unknown risks and insecurities since they are dependent on future performance and circumstances. Forward-looking statements do not constitute any guarantee regarding future results or development and the actual results may significantly vary from what is stated in forward-looking statements.
This information, these opinions and these forward-looking statements found in this press release are only valid and this date and are subject to change without notice. Stayble makes no commitment to update or revise forward-looking statements, future events or similar circumstances except when required by applicable legislation.