Idogen publishes prospectus due to upcoming rights issue

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") has, in connection with the Company's upcoming rights issue of units that was announced on December 17, 2021 (the "Rights Issue"), prepared an EU Growth Prospectus (the "Prospectus"), which today has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

 

Publication of Prospectus

The Prospectus has been prepared in connection with the Rights Issue and has today, January 20, 2022, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions regarding the Rights Issue, is available on Idogen's website (www.idogen.com) and Vator Securities AB's website (www.vatorsecurities.com). The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).

 

The Rights Issue in brief

• The right to subscribe for units shall accrue with preferential rights to those who on the record date on January 25, 2022, are registered as shareholders in the Company, whereby the holding of one (1) share entitles to five (5) unit rights and seven (7) unit rights entitle to subscription of one (1) unit consisting of three (3) shares and six (6) warrants series TO 5.
• 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 from and including 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.
• The rights issue comprises a maximum of 16,478,910 units and the subscription price amounts to SEK 3.06 per unit, corresponding to a subscription price of SEK 1.02 per share. The warrants are issued free of charge.
• In the event of full subscription in the Rights Issue, Idogen will initially receive approximately SEK 50.4 million before issue costs, which are estimated to amount to approximately SEK 9.4 million. The net proceeds from the Rights Issue of approximately SEK 41.0 million are intended to be used for the following areas of use, in order of priority:
  • 55% - Start of clinical study of IDO 8 - approximately SEK 22.6 million.
  • 20% - Preclinical development of IDO T - approximately SEK 8.2 million.
  • 25% - Working capital for the business during the period - approximately SEK 10.2 million.
• 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 which are estimated to amount to approximately SEK 1.5 million. The additional net proceeds of approximately SEK 40.5 million are intended to be used for the following areas of use, in order of priority:
  • 55% - Continuation of clinical study of IDO 8 - approximately SEK 22.3 million.
  • 20% - Continued preclinical development of IDO T - approximately SEK 8.1 million.
  • 25% - Working capital for the business during the period - approximately SEK 10.1 million.
• In connection with the Rights Issue, the Company has received subscription undertakings from the Company's board of directors and senior executives who own shares in the Company, for a total of approximately SEK 1.1 million, corresponding to approximately 2 percent of the Rights Issue. In addition, the Company has received subscription undertakings from external and existing investors of in total SEK 1.9 million, corresponding to approximately 4 percent of the Rights Issue. The Company has also entered into agreements with a number of external investors for issue guarantees amounting to SEK 47.5 million, corresponding to approximately 94 percent of the Rights Issue. In total, the Rights Issue is thus covered by subscription and guarantee undertakings amounting to approximately SEK 50.4 million, corresponding to 100 percent of the Rights Issue.
• The subscription period in the Rights Issue runs during the period January 27 - February 10, 2022.
• Trading in unit rights on Nasdaq First North Growth Market takes place during the period January 27 - February 7, 2022. Unit rights that are not exercised during the subscription period will become invalid and lose their value.
• Trading in BTU (Sw. betald tecknad unit) will take place on Nasdaq First North Growth Market as from and including January 27, 2022 until conversion of BTU to shares and warrants, which is expected to take place during week 8, 2022.

 

For further information on the Rights Issue, please refer to the published Prospectus.

 

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 was submitted for publication, through the agency of the contact person set out above, at 18.01 CET on January 20, 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. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.

 

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-publishes-prospectus-due-to-upcoming-rights-issue,c3489794

https://mb.cision.com/Main/12368/3489794/1523072.pdf

https://mb.cision.com/Public/12368/3489794/abba3aebad15575b.pdf

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