NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The exercise period for Elicera Therapeutics AB (publ)’ (”Elicera” or the "Company") warrants of series TO2 ("TO2") was completed on March 11, 2025. In accordance with the underwriting agreements entered into in connection with the exercise of TO2, the Board of Directors has today, March 20, 2025, relying on the authorization from the Annual General Meeting on May 16, 2024, resolved on a directed issue of 1,533,512 shares to the underwriters in the warrant program who have chosen to receive underwriting compensation in the form of newly issued shares in the Company (the "Compensation Issue"). The subscription price in the Compensation Issue is SEK 1.85, which corresponds to the subscription price for the exercise of TO2. Payment is made by offsetting claims for underwriting compensation.
Terms for the Compensation Issue
In accordance with what was communicated in a press release on February 25, 2025, the Company received bottom underwriting commitments and top-down underwriting commitments totalling approximately SEK 19.6 million from underwriters, corresponding to approximately 89.0 percent of the issue proceeds that the Company could obtain through the exercise of the TO2. In accordance with the bottom underwriting agreements, bottom underwriting compensation amounts to twelve (12) percent of the underwritten amount in cash or fifteen (15) percent of the underwritten amount in newly issued shares in the Company. In accordance with the top-down underwriting agreements, top-down underwriting compensation amounts to twenty (20) percent of the underwritten amount in newly issued shares in the Company. The subscription price in the Compensation Issue has been determined in the underwriting agreements through negotiations between the underwriters and the Company at arm’s length and corresponds to the exercise price for TO2, i.e., SEK 1.85 per share. The Board of Directors has therefore resolved that payment of such part of the underwriting compensation shall be made by offsetting the underwriters’ claims on the Company against newly issued shares.
The Board of Directors of Elicera has therefore today, based on the authorization granted by the Annual General Meeting on May 16, 2024, resolved on the Compensation Issue, which comprises a total of 1,533,512 shares. Only one bottom underwriter has chosen to receive cash compensation. The subscription price in the Compensation Issue amounts to SEK 1.85 per share, corresponding to the exercise price for TO2. The subscription price was negotiated at arm's length in connection with the underwriting procurement and is therefore deemed to be in line with market terms.
Reasons for deviating from the shareholders’ preferential rights
As set out above and as previously announced, underwriters in the warrant program are entitled to underwriting compensation. As a result of the underwriting commitments, each underwriter has a claim on the Company regarding underwriting compensation. The Compensation Issue is thus carried out in order to fulfil the Company’s obligations to the underwriters as a result of the underwriting commitments entered into. The Company’s alternative to carrying out the Compensation Issue is to settle all underwriting compensation through cash payment. The Board of Directors is of the opinion that – considering current market conditions – it is in the interest of the Company’s financial position and in the interest of its shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company’s working capital.
Number of shares, share capital and dilution
After the directed share issue, announced in a press release on February 25, 2025, has been registered by the Swedish Companies Registration Office, there are 47,002,032 shares in the Company and a share capital of SEK 1,974,085.344. Through the Compensation Issue, the number of shares in Elicera increases by 1,533,512 shares to a total of 48,535,544 shares. The share capital will increase by SEK 64,407.504 to SEK 2,038,492.848. The Compensation Issue implies a dilution effect for shareholders of approximately 3.2 percent.
Advisers
Mangold Fondkommission AB is financial adviser and Advokatfirman Delphi i Stockholm AB is legal advisor for Elicera regarding the warrants.
For further information, please contact:
Jamal El-Mosleh, CEO, Elicera Therapeutics AB (publ)
Phone: +46 (0) 703 31 90 51
jamal.elmosleh@elicera.com
Certified Advisor
Mangold Fondkommission AB
About Elicera Terapeutics AB
Elicera Therapeutics AB (publ) has developed the patented gene technology platform iTANK that enables the arming of new and existing CAR T-cell therapies targeting aggressive and relapsing cancer forms. Elicera Therapeutics thereby addresses a well-defined and vast market. The company’s CAR T-cell therapies have shown a potent effect toward solid tumors which are recognized as particularly difficult to treat and constitute the majority of cancer cases. The company addresses a global multibillion market in cell therapy through its offering of non-exclusive licensing of the iTANK platform to companies in the pharmaceutical industry. Elicera Therapeutics has four internal development projects in immune therapy that separately have the potential to generate substantial value through exclusive out-licensing agreements. The company’s share is traded on Nasdaq First North Growth Market. For additional information, visit www.elicera.com.
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 European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with the related delegated and implementing regulations, the "Prospectus Regulation"). Investors should not invest in the securities referred to in this press release without having taken into account the information contained in the aforementioned EU growth prospectus.
The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act as amended (the "Securities Act") and thus cannot be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act or the securities laws of the relevant state. The Company does not intend to register any offering in the United States or to make any offer of securities in the United States. This press release will not be distributed within, and should not be sent to, the United States. The securities described herein have also not been, and will not be, registered under the applicable securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction in which the distribution of this press release would be unlawful or require additional measures other than those required by Swedish law and may not, subject to certain exceptions, be offered or sell within or into, or for the benefit of, any person whose registered address is in or who is located or resident in, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea. There will be no offering of the securities described herein in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea.
In the United Kingdom, this press release may only be distributed and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order" as amended), (ii) persons falling within Article 49 (2) (a) to (d) ("high net worth companies; unincorporated associations etc.") of the Financial Promotion Order, (iii) persons that are outside the United Kingdom, or (iv) are persons to whom an invitation or incentive to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of securities (all such persons together being referred to as "relevant persons"). This press release is only directed at relevant persons and persons who are not relevant persons must not act on or rely on the information contained in this press release. Any investment or investment activity to which this communication relates is only possible for relevant persons and will only be pursued with relevant persons.
In all EEA Member States ("EEA"), other than Sweden, this communication is only addressed to and is only directed at qualified investors in the relevant Member State as defined in the Prospectus Regulation, i.e. only those investors to whom an offer may be made without an approved prospectus in the relevant EEA Member State.
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.