Copenhagen, Denmark, 25 November 2021 - Today, 25 November 2021, marks the beginning of the exercise period for the warrants of series TO 1 that were issued in connection with Cessatech A/S ("Cessatech" or the "Company") IPO of units that took place in November/December 2020. The exercise period runs until and including 16 December 2021. Upon full exercise of warrants, Cessatech will receive DKK 25.2 million before deduction of transaction related costs. The Company also announces that it has entered into guarantee commitment agreements of up to approx. DKK 2.5 million, equivalent to approx. 10 percent of the total issue volume amount. The guarantee commitments may be activated in the case that not all warrants are exercised, subject to a decision by the Board of Directors and approval at an Extraordinary General Meeting. Guarantors have agreed to pay a premium on the exercise price of the warrant and will thus receive no compensation for their commitment.
Warrants of series TO 1
In connection with the Company's IPO in November/December 2020, Cessatech issued units (shares and free of charge warrants). In total there are 2,520,000 outstanding warrants of series
TO 1. During the exercise period for warrants of series TO 1, which starts today, the warrant holder has the possibility to, for each (1) warrant, subscribe for one (1) new share in Cessatech at a price of DKK 10.00 per share. The warrants of series TO 1 are traded on Spotlight Stock Market until 14 December 2021 but can be exercised until the last day in the exercise period, 16 of December 2021. Thereafter the warrants will be cancelled.
Upon full exercise of all warrants, Cessatech will receive DKK 25.2 million before deduction of transaction related costs of approximately DKK 1.71 million. The proceeds from the warrant exercise will primarily be used to finance the completion of the Company's paediatric investigation plan as well as continued organizational development.
In connection with warrants exercise, Cessatech has received guarantee commitments from investors John Moll, Peter Nilsson, and Stefan Lundgren, corresponding to a maximum of 10 percent of the total amount that the Company may receive through the exercise of warrants of series TO 1. The commitments amount to a total of approx. DKK 2.5 million. This means that the guarantors commit to subscribe for the number of shares remaining for full exercise, up to a maximum of DKK 2.5 million (top-down). If the guarantee is activated, a directed share issue will be proposed by the Board of Directors for approval at an Extraordinary General Meeting, for an amount corresponding to the relevant guarantee.
In the event that guarantee commitments are activated, guarantors have agreed to pay a premium on the exercise price in the warrants exercise, based on two parameters: the volume-weighted average price (VWAP) of the traded warrant, and the strike price in the warrants exercise.
The share price in the directed share issue (for the guarantee commitments) will thus be based on the exercise price in the warrants exercise (DKK 10.00), as well as VWAP of the warrant during the last day of trading in the warrant, which is 14 December 2021. The strike price in the warrants exercise and the VWAP of the traded warrant will be added together in order to set a subscription price in the directed share issue that correlates to the market price of the warrant. The subscription price will be set with a 20 percent discount on the combined exercise price in the warrants exercise and the VWAP of the traded warrant during the last day of trading in the warrant. The subscription price can be no less than DKK 10.00, and no more than DKK 15.00.
The guarantors receive no compensation in connection to their commitment.
Teaser and subscription form
Teaser and subscription forms are available on the websites of Cessatech (www.cessatech.com), Sedermera Fondkommission (www.sedermera.se) and Nordic Issuing (www.nordic-issuing.se).
Important dates in connection to the exercise period for warrants of series TO 1
Exercise period commences: 25 November 2021.
Last day for trading in warrants: 14 December 2021.
Exercise period ends: 16 December 2021.
Planned communication of outcome of warrant exercise: 22 December 2021.
Planned conversion of interim shares to shares: 13 January 2022.
The offer in brief
- Exercise period: 25 November - 16 December 2021
- Subscription price: Each warrant of series TO 1 gives the holder the right to subscribe for one (1) new share in Cessatech at a price of DKK 10.00.
- Issue volume: There are 2,520,000 outstanding warrants of series TO 1. Upon full exercise of warrants of series TO 1, Cessatech will receive DKK 25.2 million before deduction of transaction related costs.
- Last day of trading in warrants: 14 December 2021.
- Number of outstanding shares in Cessatech: 3,680,000 shares.
- Pre-money valuation in the offer: DKK 36.8 million.
- Market cap: Approximately DKK 60.3 million (2021-11-23).
Sedermera Fondkommission is the financial advisor and Markets & Corporate Law Nordic AB is the legal advisor to Cessatech in connection with the warrant exercise. Nordic Issuing is the issuing agent.
For further information regarding the exercise of warrants, please contact:
Phone: +46 40 - 615 14 10
Phone: +46 (0)40-632 00 20
This disclosure contains information that Cessatech 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 25-11-2021 08:07 CET.
For more information about Cessatech, please contact:
Jes Trygved, CEO
Phone: +45 9387 2309
Cessatech A/S is a Danish pharmaceutical company committed to developing and commercialising evidence-based and innovative medicines for children for the treatment of paediatric acute pain. Its lead asset (CT001) is an analgesic nasal spray for the treatment of acute and planned painful procedures in children. The advantages include needle-free administration, being easy to administer, a fast-acting therapeutic effect and being medically approved for children. CT001 is expected to enter late stage clinical development in 2021.
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