NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
The Board of Directors of
Summary
- Elicera's board of directors has, subject to approval from the extraordinary general meeting on
February 20, 2024 , decided to carry out the Rights Issue of units consisting of shares and warrants of series TO2. -
The rights issue, if fully subscribed, can provide approximately
SEK 64 million to Elicera before issue costs. -
In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided an additional approximately
SEK 74,8 million . - The Rights Issue is covered to approximately 43 percent through subscription commitments and underwriting commitments.
-
All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date,
February 21, 2024 . Five (5) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of nine (9) newly issued shares and seven (7) warrants of series TO2. The subscription price per unit isSEK 16.20 , corresponding toSEK 1.80 per share (the warrants are issued free of charge). -
The subscription period for the Rights Issue will run from
February 23, 2024 , toMarch 8, 2024 . -
Trading with unit rights will take place on Nasdaq First North from
February 23 untilMarch 5, 2024 . -
Trading with BTU (Paid Subscribed Unit) will occur on Nasdaq First North starting from
February 23 until the Rights Issue is registered with the Companies Registration Office (Bolagsverket), which is expected to be around week 12, 2024. - The warrants will be listed for trading on Nasdaq First North after the Rights Issue has been registered with the Companies Registration Office.
- The Rights Issue is carried out in order to ensure that the CARMA study for the Company's drug candidate ELC-301 is fully funded and enable continued development of the Company's research and commercialization of the iTANK platform.
Comment from management
- Since the IPO in 2021,
Background and rationale in summary
The clinical phase I/IIa study for Elicera's drug candidate ELC-301 received conditional approval from the
The proceeds from the Rights Issue and warrants of series TO2 shall be primarily used for:
- Execution and completion of the CARMA study, 40 percent
- Development of the remaining drug candidates and iTANK, 35 percent
- Strengthen the Company's working capital, 25 percent
Terms for the Rights Issue
The board of Elicera has decided, subject to approval from the extraordinary general meeting on
- All existing shareholders will receive one (1) unit right for each (1) share owned on the record date,
February 21, 2024 , and five (5) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of nine (9) newly issued shares and seven (7) warrants of series TO2. The subscription price per unit isSEK 16.20 , corresponding toSEK 1.80 per share (the warrants are issued free of charge). - The Rights Issue entails an issue of a maximum of 3,956,400 units, corresponding to 35,607,600 shares and 27,694,800 warrants of series TO2.
-
Upon full subscription in the Rights Issue, the Company receives approximately
SEK 64 million before issue costs. -
The subscription period for subscription of units will run from
February 23, 2024 , toMarch 8, 2024 . -
Through the Rights Issue, the share capital may increase by a maximum of
SEK 1,495,519.20 fromSEK 830,844.00 toSEK 2,326,363.20 , and the number of shares increase by a maximum of 35,607,600 from 19,782,000 to 55,386,600. Upon full exercise of the warrants of series TO2 covered by the Rights Issue the share capital may increase by an additionalSEK 1,163,181.60 and the number of shares by an additional 27,694,800. Upon full exercise of the warrants of series TO2 covered by the Rights Issue, the share capital may increase toSEK 3,489,544.80 and the number of shares increase to 83,084,400. - The existing shareholders in the Company who do not subscribe for units in the Rights Issue will be subject to dilution. A fully subscribed Rights issue entails a dilution corresponding to 64.29 percent.
Terms for the warrants of series TO2
- Every warrant of series TO2 gives the right to subscribe for one (1) new share in the Company. The subscription price for subscription of shares with the support of warrants of series TO2 corresponds to 70 percent of the volume-weighted average price paid for the Company's shares during the period from
February 11, 2025 up to and includingFebruary 24, 2025 , but not less thanSEK 1.24 and not more thanSEK 2.70 . -
The exercise period for subscription of shares with the support of the warrants of series TO2 will run from
February 26, 2025 up to and includingMarch 11, 2025 . -
In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided with an additional maximum of approximately
SEK 75 million . - The maximum increase in the number of shares in the Company as a result of full subscription of the Rights Issue and full exercise of attached warrants of series TO2 may entail a further dilution of approximately 33.33 percent.
- The warrants of series TO2 is intended to be admitted to trading on the Nasdaq First North after final registration with the Swedish Companies Registration Office.
Subscription commitments and underwriting
The rights issue is covered to approximately 1.1 percent by subscription obligations from existing shareholders, including members of the board and management, and in addition, underwriters have undertaken to guarantee up to 43 percent of the rights issue. The subscription and underwriting commitments are not secured through bank guarantees, pledge or similar arrangements. The underwriting commitments have been provided by external investors. For the underwriting commitments, an underwriting compensation of fifteen (15) percent of the guaranteed amount in cash compensation or twenty (20) percent of the guaranteed amount in the form of units. The respective party that has provided an underwriting guarantee has the right to choose whether the underwriting compensation shall be paid in cash or in the form of units at a subscription price that corresponds to the Rights Issue, which the board deems to be fair. No compensation is paid for the subscription commitments.
Lock-up commitments
In connection with the Rights Issue the board and management with shareholdings in Elicera, representing approximately 49 percent of the outstanding shares in the Company, have through agreements committed to
Prospectus
An EU growth prospectus and application form will be available before the beginning of the
subscription period on the Company's website, www.elicera.com
Indicative timetable
Last day of trading in Elicera's shares including the right to receive unit rights | |
First day of trading in Elicera's shares excluding the right to receive unit rights | |
Record date for obtaining unit rights. Shareholders who are registered in the share register kept by | |
Trading with unit rights on Nasdaq First North | |
Subscription period for the Rights Issue | |
Trading with BTU on Nasdaq First North | |
Estimated date for publication of issue results |
Advisers
For more information, please contact:
Mail: Jamal.elmosleh@elicera.vom
Phone: +46 (0) 703 31 90 51
Certified Adviser
The Company's Certified Advisor is
About the iTANK platform
The company's own fully developed and commercially available iTANK technology platform has been developed for arming and enhancing CAR T-cells to meet two of the major challenges CAR T-cell therapies face in the treatment of solid tumors: tumor antigen heterogeneity and a hostile tumor microenvironment. The technology is used to incorporate a transgene into CAR T-cells encoding a neutrophil activating protein (NAP) from the bacterium Helicobacter pylori. NAP secreted from the CAR(NAP) T-cells has been shown to be able to enhance the function of CAR T-cells and importantly activating a parallel bystander immune response against the cancer via CD8+ killer T-cells. This is expected to lead to a broad attack against most antigen targets on cancer cells. The iTANK platform is used to enhance the company's own CAR T-cells but can also be universally applied to other CAR T-cell therapies under development. Proof-of-concept data was published in Nature Biomedical Engineering in
About
This information is information that
Important information
This press release is not an offer to sell shares or a solicitation of an offer to acquire securities of the Company. The contents of this press release have been prepared by the Company and the Company is solely responsible for its contents. The information in this press release is for background purposes only and therefore does not claim to be complete. No one should, for whatever reason, rely on the information contained in this press release or on its accuracy or completeness. The offer to subscribe for or acquire securities referred to in this press release is made through the EU growth prospectus provided by the Company, which contains detailed information about the Company.
This press release constitutes an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of the
The securities referred to in this press release have not been and will not be registered under the
In the
In all EEA Member States ("EEA"), other than
Topics covered in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as "intends", "expects", "may", "plans", "estimates", "calculates" and other similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, coincidences, and other important factors that are difficult or impossible to predict and that are beyond the Company's control. Such risks, uncertainties and important factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements. The information, opinions and forward-looking statements contained in this release speak only as of the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any adjusted view of the forward-looking statements in order to reflect such events or circumstances that arise in relation to the content of these communications.
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