THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO
The Board of Directors of
Summary
- Upon full subscription, the Rights Issue will initially provide NextCell with approximately
SEK 40.1 million , before deduction of issue costs. Upon full exercise of the warrants of series TO2, the Company may receive an additional of up to approximatelySEK 113.5 million before deduction of issue costs, provided full subscription of the Rights Issue. -
Those who, on the record date on
29 May 2024 , are shareholders in NextCell will have preferential rights to subscribe for units in the Rights Issue. The last day of trading in the Company's shares including the right to receive unit rights in the Rights Issue is27 May 2024 . Each (1) existing share in the Company entitles to eleven (11) unit rights. Ten (10) unit rights entitle to subscription of one (1) unit. One (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The subscription price isSEK 1.06 per unit, corresponding toSEK 1.06 per share. The warrants of series TO2 are issued free of charge. -
The subscription period for the Rights Issue will run from and including
31 May 2024 until and including14 June 2024 . - The Rights Issue is covered to approximately 80 percent by guarantee commitments and subscription undertakings as well as declarations of intent, corresponding to approximately SEK 32.1 million.
- The Rights Issue is subject to approval from an Extraordinary General Meeting in the Company and requires an amendment of the limits on share capital and number of shares in the Articles of Association.
-
A notice convening the Extraordinary General Meeting on
27 May 2024 , for approval of the Rights Issue and resolution on amendment of the Articles of Association to enable the Rights Issue, will be published through a separate press release.
Background and rationale for the Rights issue in summary
A larger, placebo-controlled phase 2 study with NextCell's drug candidate
NextCell plans to develop
The proceeds from the Rights Issue shall be used for:
- Study drugs, counselling and support, subgroup analysis and eventual final analysis in the ProTrans-Young study.
-
Business development with the intention to out-license
ProTrans (TM) for treatment of type 1 diabetes. -
Pre-clinical development of
ProTrans (TM). -
Clinical development of
ProTrans (TM) in new indication. - Capitalization of Qvance and Cellaviva for operating costs and expansion.
Terms for the Rights Issue
The Board of Directors of NextCell has today, subject to subsequent approval by an Extraordinary General Meeting in the Company on
- For each (1) share owned on the record date, the holder will receive eleven (11) unit rights. Ten (10) unit rights entitle to subscription of one (1) unit. One (1) unit consists of one (1) newly issued share and one (1) warrant of series TO2. The subscription price is
SEK 1.06 per unit, corresponding toSEK 1.06 per share. The warrants of series TO2 are issued free of charge.
- The Rights Issue entails an issue of no more than 37,817,475 units, corresponding to 37,817,475 shares and 37,817,475 warrants of series TO2.
-
The record date for receiving unit rights, and the right to participate in the Rights Issue with preferential rights, will be
29 May 2024 . The last day of trading in the share including the right to participate in the Rights Issue with preferential rights will be27 May 2024 . -
The subscription period for the subscription of units will run from and including the
31 May 2024 until and including14 June 2024 . The Board of Directors shall have the right to extend the subscription period. -
Trading in unit rights will be conducted on Nasdaq First North Growth Market during the period from and including
31 May 2024 until and including11 June 2024 and trading in paid subscribed units will commence on31 May 2024 and is expected to finish during week 27. -
Upon full subscription of the Rights Issue, the Company will initially receive issue proceeds of approximately
SEK 40.1 million , before deduction of issue costs.
-
Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the Company during the period from and including
16 May 2025 until and including30 May 2025 . The subscription price when subscribing for new a share by support of a warrant shall be set at an amount corresponding to 70 percent of the volume-weighted average price of the Company's share during the period from and including2 May 2025 until and including15 May 2025 , but no less thanSEK 1 and no more thanSEK 3 . -
Provided full subscription of the Rights Issue, the Company may upon full exercise of all warrants of series TO2 receive up to approximately
SEK 113.5 million in total, before deduction of issue costs. - The warrants of series TO2 are intended to be admitted to trading on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.
- Existing shareholders in the Company who do not subscribe for units in the Rights Issue will be subject to a dilution of their shareholding. A fully subscribed Rights Issue entails a dilution corresponding to approximately 52.4 percent, based on the number of shares in the Company after the Rights Issue. The maximum increase of the number of shares in the Company as a result of full subscription in the Rights Issue and full exercise of the warrants of series TO2 will entail a dilution of approximately 68.7 percent (for more information, see the section "Dilution and shareholder structure" below).
Subscription undertakings and guarantee commitments
The Company has received subscription undertakings and declarations of intent from existing shareholders of approximately
Furthermore, through agreements with the Company, investors have committed to subscribe for units in the Rights Issue through so-called bottom guarantees up to a value of approximately
Guarantee commission will be paid for the guarantee commitments, whereby commission for the bottom guarantees is paid with either 12 percent of the guaranteed amount in cash or with 14 percent of the guaranteed amount in the form of newly issued units in the Company. Each (1) unit shall consist of one (1) newly issued share and one (1) warrant of series TO2 free of charge. The subscription price per share for units issued to guarantors shall correspond to the volume-weighted average price (VWAP) for the Company's share on Nasdaq First North Growth Market during the subscription period in the Rights Issue, but no less than the subscription price in the Rights Issue. Should the guarantor decide to receive the guarantee commission in the form of units, the Board of Directors will resolve on such new issue of units by virtue of the authorisation from the Annual General Meeting on
The guarantee commission and the subscription price have been determined through negotiations at arm's length between the Company and the parties that have provided guarantee commitments, in consultation with the financial advisor and by analysing several market factors. The Board of Directors therefore makes the assessment that the terms have been determined in such a way that market fairness has been ensured and that the terms reflect prevailing market conditions. The guarantee commission will be paid regardless of whether the guarantee commitments are called upon.
In total, the Rights Issue is covered to approximately 80 percent by subscription undertakings and guarantee commitments as well as declarations of intent, corresponding to approximately
Dilution and shareholder structure
Through the Rights Issue, the share capital will increase with no more than
Upon full exercise of all warrants of series TO2, the share capital will increase by an additional maximum of
Upon full subscription of the Rights Issue and full exercise of the warrants, the dilutive effect amounts to a maximum of approximately 68.7 percent.
Extraordinary General Meeting
A notice convening the Extraordinary General Meeting on
Prospectus
The complete terms and conditions of the Rights Issue and information about the Company will be presented in an EU Growth prospectus, which will be published on the Company's website, www.nextcellpharma.com, and Redeye's website, www.redeye.se, prior to the commencement of the subscription period.
Preliminary timetable for the Rights Issue
Extraordinary General Meeting in the Company | |
Last day of trading in NextCell's shares including the right to receive unit rights | |
First day of trading in NextCell's shares excluding the right to receive unit rights | |
Record date for receiving unit rights. Shareholders who are registered in the share register kept by | |
31 May - | Trading in unit rights on Nasdaq First North Growth Market |
31 May - | Subscription period in the Rights Issue |
Trading in paid subscribed units on Nasdaq First North Growth Market | |
Around | Expected day for announcement of the outcome |
Subscription subject to investment notification under the FDI Act
The Swedish Foreign Direct Investment Review Act (2023:560) (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar) (the "FDI Act") is applicable to the Company's business. Upon subscription of shares to the extent that the investor's shareholding in the Company would exceed the thresholds of 10, 20, 30, 50, 65 or 90 percent of the voting rights in the Company, the investor is obligated to notify its investment in accordance with the FDI Act. This obligation does not apply when an investor is only subscribing for shares with preferential rights in relation to the number of shares held by the investor on the record date on
Advisors
This disclosure contains information that
For more information about
Tel: +46 8 735 5595
E-mail: info@nextcellpharma.com
Website:
Certified Adviser
About
NextCell is a cell therapy company that is in phase 2 studies with the drug candidate
Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed units, unit rights or other securities in NextCell in any jurisdiction. An invitation to eligible persons to subscribe for unit rights in NextCell will only be made through the prospectus which NextCell intends to publish following the approval and registration thereof by the
The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, within or into
This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.
In the
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in Securities. Any investment decision to acquire or subscribe for Securities in connection with the Rights Issue must be made only on the basis of the prospectus to be published in connection with the Rights Issue.
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.
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