Biosergen

“We are pleased to announce that the recent warrant exercise has been a resounding success.” says Tine Olesen, CEO of Biosergen. “We would like to extend our heartfelt gratitude to each of one of you that has continued trust and support in our company. Your decision to exercise warrants is a testament of confidence in our vision and future growth. Life threatening fungal infections are on the rise and for patients with no effective options, BSG005 has the potential to be lifesaving. This is especially true if the promising safety and efficacy results from our proof-of-concept study continues. Thank you once again for your unwavering support. We look forward to achieving greater milestones together.”

Background
The exercise period for exercise of the warrants of series TO3 took place during the period from and including November 18, 2024, up to and including November 29, 2024. The exercise price per share for exercising the warrants of series TO3 was set to SEK 0.49.

In total, 91,701,328 warrants of series TO3 were exercised for subscription of 91,701,328 shares, meaning that 100.0 percent of all outstanding warrants of series TO3 were exercised for subscription of shares. The exercise rate amounted to approximately 93.1 percent, and thus the top underwriting commitment will be utilized for the subscription of 6,348,670 shares, corresponding to approximately SEK 3.1 million and approximately 6.9 percent of the TO3 issue volume. Through the exercise of the warrants of series TO3, Biosergen will receive approximately SEK 44.9 million before issuing costs.

Exercised warrants have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to shares within approximately two (2) weeks.

The board of directors intends to resolve on a directed issue of shares to the Underwriters
The Company has previously communicated that a supplementary directed issue of shares to the Underwriters would take place after the completion of the exercise period if the underwriting commitment is utilized. The outcome of the exercise of TO3 means that the top underwriting will be utilized. The top underwriting entails that the Underwriters commit to subscribing for the number of shares required to ensure that the exercise rate reaches 100 percent of the issue volume. The top underwriting compensation amounts to ten (10) percent of the underwritten amount in cash or twelve (12) percent of the underwritten amount in shares. Underwriters who wish to receive underwriting compensation in the form of shares must notify Mangold Fondkommission AB no later than December 3, 2024. The subscription price in the directed share issue, in accordance with negotiated underwriting agreements, will be SEK 0.49 per share, corresponding to the exercise price for the exercise of TO3. In total, a maximum of 1,808,236 new shares may be issued as underwriting compensation to the Underwriters.

The Board’s decision regarding the directed issue of shares to the Underwriters will be announced through a separate press release.

Number of shares, share capital and dilution
Through the exercise of the warrants of series TO3, the number of shares in Biosergen increases by 91,701,328 shares, from 142,387,191 shares to a total of 234,088,519 shares. The share capital will increase by approximately SEK 2,292,533.200, from approximately SEK 3,559,679.775 to approximately SEK 5,852,212.975.

For existing shareholders who did not exercise any warrants of series TO3, the dilution amounts to approximately 39.2 percent of the number of shares and votes in the Company.

Advisers
Mangold Fondkommission AB is the financial advisor and the issuing agent to Biosergen AB in connection with the exercise of series TO3 warrants. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the exercise of series TO3 warrants.