WntResearch publishes outcome in rights issue and information on warrants series TO 5

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The board of directors of Wntresearch AB (“WntResearch” or the “Company”) today announces the outcome of the rights issue of units that was announced on 8 November 2022 (the “Rights Issue”). In total, 101,688,374 units, corresponding to approximately 76.3 percent of the Rights Issue, were subscribed. 93,414,129 units, corresponding to approximately 70.1 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 8,274,245 units, corresponding to approximately 6.2 percent of the Rights Issue, were subscribed for without unit rights. No issue guarantees will thus need to be used. Through the Rights Issue, WntResearch will initially receive approximately SEK 30.5 million before issue costs and in the event of full exercise of all warrants issued, WntResearch may receive additional proceeds amounting to approximately SEK 81.4 million before issue costs. Due to the completion of Rights Issue, a recalculation of the exercise terms for the Company’s previously issued warrants series TO 5 has been carried out and has resulted in the new maximum subscription price in the price range amounting to SEK 1.18, i.e. not lower than SEK 0.09 and not more than SEK 1.18 per share and that each warrant series TO 5 entitles the right to subscribe for 1.03 new shares in the Company. The other terms and conditions for warrants series TO 5 remain unchanged.

CEO Pernilla Sandwall comments:

"I would like to say a big thank you to all of you who have participated in the rights issue and especially to our largest owners who have now been with the company for many years. To receive this support from our shareholders in the current market situation is a trust for which I feel a great responsibility. I am very pleased that with this we can continue the development of our drug candidate Foxy-5, focusing on the ongoing phase 2 study with patients affected by colon cancer.

Subscription and allotment

In total, 101,688,374 units, corresponding to approximately 76.3 percent of the Rights Issue, were subscribed. 93,414,129 units, corresponding to approximately 70.1 percent of the Rights Issue, were sub-scribed for by exercise of unit rights, and 8,274,245 units, corresponding to approximately 6.2 percent of the Rights Issue, were subscribed for without unit rights. No issue guarantees will thus need to be used. Through the Rights Issue, WntResearch will initially receive approximately SEK 30.5 million before issue costs, which amount to approximately SEK 6.4 million. In the event of full exercise of all warrants issued, WntResearch may receive additional proceeds amounting to approximately SEK 81.4 million before issue costs.

Each unit consists of one (1) share and one (1) warrant series TO 6. One (1) warrant series TO 6 entitles the rights to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume weighted average price of the Company’s share during the period 21 August 2023 – 1 September 2023, however not lower than the shares’ quota value (SEK 0.09) and not more than SEK 0.80. Subscription of shares by exercise of warrants will take place during the period 6 – 20 September 2023.

Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the EU Growth Prospectus that has been prepared in connection with the Rights Issue and published by the Company on 14 December 2022 (the “Prospectus”). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.

Change in share capital and number of shares as well as dilution

Through the Rights Issue, the number of shares in WntResearch increases with 101,688,374 shares, from 133,235,987 shares to 234,924,361 shares and the share capital increases by SEK 9,151,953.66 from SEK 11,991,238.83 to SEK 21,143,192.49. In the event of full exercise of all issued warrants series TO 6 for subscription of new shares in the Company, the number of shares will increase with additional 101,688,374 shares to a total of 336,612,735 shares and the share capital will increase by additional SEK 9,151,953.66 to SEK 30,295,146.15.

In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments. For the guarantee commitments, guarantee compensation is paid, either in cash compensation amounting to 15 percent of the guaranteed amount, or alternatively 20 percent of the guaranteed amount in the form of newly issued units in the Company, on the same terms and conditions as units in the Rights Issue, however the subscription price per unit shall correspond to the volume weighted average share price for the Company’s share on Spotlight Stock Market during the subscription period in the Rights Issue, however not lower than the subscription price in the Rights Issue. If all guarantors would choose to receive guarantee compensation in units, a maximum of 12,333,333 units in total, containing 12,333,333 shares and 12,333,333 warrants series TO 6 would be issued as guarantee compensation.

Trading in BTU

Trading in BTU (Sw. betald tecknad unit) takes place on Spotlight Stock Market under the short name WNT BTU until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is estimated to take place around week 4, 2023. After approximately one week, BTU will then be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Spotlight Stock Market as soon as possible after completed registration with the Swedish Companies Registration Office.

Warrants series TO 5

According to the original exercise terms for warrants series TO 5, each warrant entitles the right to subscribe for one new share in the Company during the period 23 March – 5 April 2023 at a subscription price corresponding to 70 percent of the volume weighted average price of the Company’s share on Spotlight Stock Market during the period 8 – 21 March 2023, however not lower than SEK 0.09 and not more than SEK 1.22 per share. The full terms and conditions for the warrants are available on the Company’s website, www.wntresearch.com.

In connection with the completion of the Rights Issue, Öhrlings PricewaterhouseCoopers AB has, on behalf of WntResearch, in accordance with the complete terms and conditions for warrants series TO 5, carried out a recalculation of the exercise terms. Recalculation has been made of the highest subscription price in the subscription price range (i.e. SEK 1.22) as well as of the number shares that each warrant series TO 5 entitles the right to subscribe for. The recalculation resulted in the new maximum subscription price in the price range amounting to SEK 1.18, i.e. not lower than SEK 0.09 and not more than SEK 1.18 per share and that each warrant series TO 5 entitles the right to subscribe for 1.03 new shares in the Company. The other terms and conditions for warrants series TO 5 remain unchanged.

Advisers

Vator Securities AB acts as financial adviser and Setterwalls Advokatbyrå AB acts as legal adviser to the Company in connection with the Rights Issue. Vator Securities AB also acts as issuing agent in connection with the Rights Issue.

For further information:

Pernilla Sandwall, CEO

E-mail: pernilla.sandwall@wntresearch.com

This information is such information that Wntresearch AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 17 January 2023 at [**] CET.

About Wntresearch AB

WntResearch is a biotech company in oncology that develops new therapies intended to prevent the metastatic process. The company's research is focused on studying the endogenous protein WNT5A, which in scientific studies has shown to affect tumour cells' ability to move and spread in the body. WntResearch drug candidate Foxy-5 is a peptide that mimics the function of WNT5A and is intended to reduce the mobility and spread of cancer cells thus preventing metastases from occurring. Although current cancer treatment has become more effective, there are no effective ways to prevent the onset of metastases that cause about 90 percent of all cancer-related deaths. Foxy-5 has a unique mechanism of action and has shown a good safety profile with few side effects in two Phase I clinical trials. The safety and efficacy of Foxy-5 are now being evaluated in the ongoing Phase 2 clinical trial NeoFox, in patients with stage II-III colon cancer.

WntResearch is listed on the Spotlight Stock Market. For more information, please visit: www.wntresearch.com.

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IMPORTANT INFORMATION

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in WntResearch. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Wntresearch has only been made through the Prospectus that WntResearch published on 14 December 2022. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and has been published on the Company’s website, www.wntresearch.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the Company’s shares, warrants or any other securities. This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. 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 shares, warrants or other securities in WntResearch. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in WntResearch have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

This information, the opinions and the forward-looking statements included in this press release are only applicable as of this date and may change without any notice thereof. WntResearch does not undertake to publish any updates or amendments of forward-looking statements, future events or similar circumstances other than what is required by appliable legislation.