Idogen announces outcome of rights issue

 

Corp. Reg. No. 556756-8521

Date: February 14, 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

 

 

The board of directors of Idogen AB ("Idogen" or the "Company") today announces the outcome of the rights issue of units that was announced on December 17, 2021 (the "Rights Issue"). In total 7,856,837 units, corresponding to approximately 47.7 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 157,092 units, corresponding to approximately 1.0 percent of the Rights Issue, were subscribed for without unit rights. The remaining part of the Rights Issue, 8,464,981 units, corresponding to approximately 51.4 percent of the Rights Issue, were subscribed for by guarantors. The Rights Issue was thereby fully subscribed and through the Rights Issue Idogen will initially receive approximately SEK 50.4 million before issue costs and in the event of full exercise of all warrants, Idogen may receive additional proceeds amounting to approximately SEK 42.0 million before issue costs.

 

In total 7,856,837 units, corresponding to approximately 47.7 percent of the Rights Issue, were subscribed for by exercise of unit rights, and 157,092 units, corresponding to approximately 1.0 percent of the Rights Issue, were subscribed for without unit rights. The remaining part of the Rights Issue, 8,464,981 units, corresponding to approximately 51.4 percent of the Rights Issue, were subscribed for by guarantors. The Rights Issue was thereby fully subscribed.

 

Each unit consist of three (3) shares and six (6) warrants series TO 5. In the Rights Issue, a total of 16,478,910 units consisting of 49,436,730 shares and 98,873,460 warrants series TO 5 were issued. Three (3) warrants entitle the right to subscribe for one (1) new share in the Company at an exercise price corresponding to eighty (80) percent of the volume-weighted average price of the Company's share during the period August 29 - September 9, 2022, however, not less than SEK 0.77 and not more than SEK 1.28 per share. Subscription of shares by exercise of warrants takes place during the period September 15 - 29, 2022. Through the Rights Issue, Idogen will initially receive approximately SEK 50.4 million before issue costs and in the event of full exercise of all warrants series TO 5, Idogen may receive additional proceeds amounting to a maximum of approximately SEK 42.0 million before issue costs.

 

CEO Anders Karlsson comments on the outcome

"Idogen thanks the shareholders who used their unit rights to subscribe for units in the Rights Issue. We also welcome new shareholders who have subscribed for units without unit rights and the guarantors who have guaranteed the Rights Issue.

 

With the outcome of the Rights Issue and the expected outcome from the exercise of warrants series TO 5, we get financial resources to start the clinical phase I/IIa study on patients with severe hemophilia, hemophilia A, and who have developed antibodies against their vital treatment with coagulation factor VIII (FVIII). The intention is to start the clinical study at the beginning of the second quarter of 2022. We now also have the resources to vigorously pursue the important preclinical work for our treatment program IDO T, with the aim of improving the outcome after kidney transplantation", says Anders Karlsson, CEO of Idogen.

 

 

Through the Rights Issue, the number of shares in Idogen increases with 49,436,730 shares, from 23,070,475 shares to 72,507,205 shares and the share capital increases by SEK 34,605,711 from SEK 16,149,332.50 to SEK 50,755,043.50. In the event of full exercise of all warrants series TO 5 for subscription of new shares in the Company, the number of shares will increase with an additional 32,957,820 to a total of 105,465,025 shares and the share capital will increase by an additional SEK 23,070,474 to SEK 73,825,517.50.

 

Trading in BTU (Sw. betald tecknad unit) takes place on Nasdaq First North Growth Market under the short name IDOGEN BTU until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is estimated to take place around week 8, 2022. After approximately one week, BTU will then be converted to ordinary shares and warrants. Trading in the warrants will thereafter take place on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.

 

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 January 20, 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.

 

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 10 percent of the guaranteed amount, or alternatively 12 percent of the guaranteed amount in the form of newly issued units in the Company, with the same terms and conditions as the units in the Rights Issue, inter alia that the subscription price shall amount to SEK 3.06 per unit, corresponding to SEK 1.02 per share. In case all guarantors would choose to receive guarantee compensation in units, a maximum of 1,862,184 units in total, containing 5,586,552 shares and 11,173,104 warrants series TO 5 would be issued as guarantee compensation.

 

Advisers

Vator Securities AB acts as financial advisor and Setterwalls Advokatbyrå AB acts as legal adviser to Idogen in connection with the Rights Issue.

 

For further information, please contact:

Anders Karlsson, CEO, Idogen AB

Tel: [phone]

Email: [e-mail]

The information is information that Idogen 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, at 18.37 CET on February 14, 2022.

Certified Adviser

The Company's Certified Adviser is Erik Penser Bank AB. Contact information: Erik Penser Bank AB, Box 7405, SE-103 91 Stockholm, phone: [phone], email: [e-mail].

 

Idogen (Nasdaq First Growth Market: IDOGEN) develops tolerogenic cell therapies to prevent the patient's immune system from attacking biological agents, transplanted organs or the body's own cells or tissue. The company's most advanced project, IDO 8, is designed to restore the efficacy of hemophilia drugs in patients who have developed neutralizing antibodies. The company's second project, IDO T, is being developed to prevent kidney transplant rejection. In a third programme, IDO AID, Idogen is focused on the treatment of autoimmune diseases. The treatment for all indications is based on the patient's own cells and is expected to have a favorable safety profile and long-lasting effect. The potential for a short-term treatment intervention to yield a long-term effect is a major advantage in health economics for both patients and divisions providing care. More information about Idogen is available via www.idogen.com.

 

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 Idogen. 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 Idogen has only been made through the Prospectus that Idogen published on January 20, 2022. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company's website (www.idogen.com). The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance to the definition in the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation" and 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 Idogen. 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, Canada, Hong Kong, Japan, New Zealand, 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 Idogen 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", "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.

 

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

https://news.cision.com/idogen/r/idogen-announces-outcome-of-rights-issue,c3506393

https://mb.cision.com/Main/12368/3506393/1534848.pdf

(c) 2022 Cision. All rights reserved., source Press Releases - English