Biosergen

The Company's greatest shareholder, Östersjöstiftelsen, CEO Tine Kold Olesen, CFO Niels Laursen, CMO Peder M. Andersen, and several of the Company's major warrant holders have provided subscription commitments totaling approximately SEK 29.9 million, corresponding to approximately 66.5 percent of the issue proceeds the Company could raise through the exercise of the Warrants. In addition, a few external professional investors have signed underwriting commitments totaling approximately SEK 15.1 million, corresponding to approximately 33.5 percent of the issue proceeds the Company could raise through the exercise of the Warrants. The underwriting commitments means that if not all Warrants are exercised for the subscription of shares in the Company, the underwriting consortium will subscribe for shares through a directed issue in the Company (the "Directed Issue"), equivalent to the number of shares that would otherwise have been issued if all Warrants had been exercised between approximately 66.5 and 100 percent.

“We are proud to have secured full funding through the warrants, thanks to the strong commitment of our principal shareholders, management and external investors. This gives us both stability and the opportunity to drive the development of BSG005 forward with full force.” says Anna Ljung, Chairman of the Board of Biosergen

“Securing 100 percent of the potential proceeds through underwriting and top-up commitments sends a strong signal to the market. We now look forward to fully dedicating our time to BSG005 and the ongoing proof-of-concept study evaluating the safety and efficacy of BSG005 as a rescue treatment for patients with life-threatening fungal infections.” says Tine Olesen, CEO of Biosergen

The Board of Directors of Biosergen intends to decide on the potential Directed Issue to the underwriting consortium, based on the authorization granted at the Annual General Meeting on June 14, 2024. The subscription price in the Directed Issue will in such cases be at the same subscription price as the Warrants, i.e. SEK 0.49 per share. The Board of Directors will only decide on the Directed Issue if the Warrants are not exercised in full (100 percent). In such a case, the shares in the Directed Issue will be allocated pro rata among all underwriters in proportion to their respective underwritten amount. A decision on the Directed Issue, if applicable, will be announced through a separate press release.

The subscription commitments and underwriting commitments have been agreed upon in writing and are not secured through primary transactions, bank guarantees, pledges, or similar. Compensation for the underwriting commitments has been set to either ten (10) percent of the underwritten amount paid out in in cash, or twelve (12) percent of the underwritten amount in newly issued shares. No compensation will be paid for the subscription commitments.

If all the warrants of series TO3 are exercised, the Company will receive approximately SEK 44.9 million before issuing costs. To prevent the warrants expiring without value, the holder must actively subscribe for new shares, no later than November 29, 2024. Please be aware that certain nominees may close their application earlier than November 29, 2024.

Complete terms and conditions for the warrants are available at the Company’s website, www.biosergen.net.

Summarized terms for the warrants of series TO3:

Exercise period: 18 November – 29 November 2024.

Issue size: 91,701,328 warrants series TO3, which entitle to subscription of 91,701,328 shares.

Exercise price: SEK 0.49 per share.

Last day for trading warrants of series TO3: November 26, 2024.

Share capital and dilution: If all warrants are exercised the share capital will increase with approximately SEK 2,292,533.200, from approximately SEK 3,559,679.775 to approximately SEK 5,852,212.975. If all warrants are exercised the number of shares in the Company will increase with 91,701,328 shares, from 142,387,191 shares to 234,088,519 shares. If all warrants of series TO3 are exercised, the dilution will amount to approximately 39.2 percent of the number of shares in the Company.

Please note that Warrants that are not exercised no later than November 29, 2024, or sold no later than November 26, 2024, will expire without value. For Warrants not to lose their value, the holder must actively subscribe for new shares or sell the Warrants.

How warrants are exercised:

Nominee-registered warrants (Custody account)
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account)
No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.

The application form including instructions for payment is available on Biosergen´s website, www.biosergen.net.

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.