"I would like to extend a big thank you to both our existing and new shareholders for the trust we have received. The oversubscription of the Rights Issue is a sign of strength that confirms the great interest in Alzinova. We have now secured financing to complete the clinical Phase 1b study with our drug candidate ALZ-101, further prepare for Phase 2 clinical development, and thereby optimize the company's position for future partnerships. We now look forward to continuing our development to create long-term shareholder value and enable patients to live independent and active lives free from the impact of Alzheimer's disease." – Kristina Torfgård, CEO Alzinova
Outcome of the Rights Issue
The subscription period for the Rights Issue ended on June 20, 2024. The Rights Issue included 38,169,654 shares, and the outcome shows that 33,246,510 shares were subscribed with the support of subscription rights, corresponding to approximately 87.1 percent of the Rights Issue. Furthermore, the Company has received applications to subscribe for 7,298,624 shares without the support of subscription rights, corresponding to approximately 19.1 percent of the Rights Issue. Thus, 40,545,134 shares were subscribed with and without the support of subscription rights, corresponding to approximately 106.2 percent of the Rights Issue. The Rights Issue is therefore fully subscribed and no underwriting commitments have been utilized. Through the Rights Issue, the Company will receive approximately SEK 34.4 million before issue costs, which the Company estimates to be approximately SEK 3.6 million excluding underwriting costs. The underwriting costs, assuming all underwriters choose to receive cash compensation, are estimated to be approximately SEK 4.1 million.
Allocation of shares subscribed without subscription rights
Allocation of shares subscribed without subscription rights has taken place in accordance with what is stated in the prospectus that the Company published on June 3, 2024, due to the Rights Issue. Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Shares, share capital, and dilution
Through the Rights Issue, the total number of shares in the Company increase by 38,169,654 shares, from 44,531,265 shares to 82,700,919 shares, and the share capital will increase by SEK 10,038,619.002, from SEK 11,711,722.695 to SEK 21,750,341.697. This corresponds to a dilution effect of approximately 46.15 percent of the total number of shares and votes in the Company.
Trading in paid subscribed shares ("BTA")
Trading in BTA (Paid Subsribed Shares) will continue until the conversion of BTAs into shares, which will occur after the Rights Issue is registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 27, 2024.
Compensation to underwriters
In connection with the Rights Issue, a number of investors, including existing shareholders and external investors as well as members of the Company's board of directors, have entered underwriting commitments. For the underwriting commitments provided, an underwriting compensation of either 14 percent of the underwritten amount is paid in cash compensation if the underwriter choose cash compensation, or 20 percent of the underwritten amount in the form of shares are paid if the underwriter choose compensation in the form of shares. The Board of Directors considers it favorable for the Company to offer underwriters compensation in the Company’s own shares as it has a positive effect on the Company’s liquidity. The subscription price for shares issued as underwriting compensation has been set at SEK 0.90 per share, which corresponds to the subscription price in the Rights Issue. The underwriting compensation and subscription price have been determined through negotiations between the Company and the parties that have provided underwriting commitments, in consultation with financial advisors and through analysis of several market factors. The Board, therefore, assesses that the conditions have been determined in such a way that market fairness has been ensured and that they reflect prevailing market conditions. In total, a maximum of 6,464,542 shares may be issued as underwriting compensation to the underwriters. The Annual General Meeting on May 29, 2024 resolved on a directed set-off issue to the underwriters that choose compensation in the form of shares. Underwriters who wish to receive underwriting compensation in the form of shares must notify Mangold Fondkommission AB no later than June 27, 2024. The outcome of a possible share issue to the underwriters in the Rights Issue will be announced through a press release.
Advisors
Mangold Fondkommission AB is the financial advisor to Alzinova in connection with the Rights Issue. Fredersen Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.
For more information, please contact:
Kristina Torfgård, CEO
Telephone: +46 70 846 79 75
E-mail: kristina.torfgard@alzinova.com
About Alzinova AB
Alzinova AB is a Swedish clinical-stage biopharma company specializing in the treatment of Alzheimer’s disease targeting toxic amyloid beta oligomers. The lead candidate, ALZ-101, is being developed as a therapeutic vaccine for the treatment of Alzheimer’s. Alzinova’s proprietary AβCC peptide™ technology enables the development of disease-modifying treatments that target the toxic amyloid beta oligomers involved in the onset and progression of the disease with high precision. Alzheimer’s is one of the most common and devastating neurological diseases globally, with of the order of 40 million people afflicted today. In addition, the antibody ALZ-201 is in preclinical development, and the ambition is to expand the pipeline further. The company’s Certified Adviser on Nasdaq First North Growth Market is Redeye AB. For more information about Alzinova, please visit: www.alzinova.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 Alzinova. 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 shares in Alzinova will only be made through the Prospectus published by the Company on June 3, 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on www.alzinova.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 Alzinova. 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.
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Alzinova in any jurisdiction. Invitation to the persons concerned to participate in the Rights Issue will only take place through the EU growth prospectus which the Company has published in connection with the Rights Issue.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. The information in this press release may not be announced, published or distributed in or into the United States, Australia, Japan, New Zealand, South Africa, South Korea, Canada, the United Kingdom, Hong Kong, Russia, Belarus, Switzerland, Singapore or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.
As the Company has made the assessment that the Company conducts activities worthy of protection under the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Company may require review by the Swedish Inspectorate of Strategic Products. For more information, please visit the Swedish Inspectorate of Strategic Products’ website, www.isp.se, or contact the Company.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
ALZINOVA AB 
