Cereno Scientific

Full terms and conditions for the warrants are available at the Company's website, www.cerenoscientific.com.

Summarized terms for the warrants of series TO3:

Exercise period: March 5, 2024 – March 19, 2024.

Exercise price: SEK 1.60 per share of series B.

Issue size: 48,130,195 warrants of series TO3 entitling to subscription of 48,130,195 shares of series B. If all the warrants are exercised the Company will receive approximately SEK 77 million before issuing costs.

Last day for trading with warrants of series TO3: March 14, 2024.

Note that the warrants that are not exercised at latest on March 19, 2024, or sold at the latest on March 14, 2024, will expire without value. For the warrants not to lose their value, the holder must actively exercise the warrants for subscription of new shares of series B or sell the warrants. Please observe that certain nominees might close their application earlier than March 19, 2024.

Shares, share capital, and dilution

If all warrants of series TO3 are exercised the total number of shares in the Company will increase by 48,130,195, from 233,775,234 shares to 281,905,429 shares, and the share capital will increase with SEK 4,813,019.50, from SEK 23,377,523.40 to SEK 28,190,542.90. This corresponds to a maximum dilution of approximately 17.1 percent of the total number of shares and 16.7 percent of the total number of votes in the Company. The dilution effect has been calculated as the number of additional shares and votes, respectively, in relation to the number of existing and additional shares and votes, respectively.

How the 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. Subscription 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 will be available at the Company’s website, www.cerenoscientific.com, and on Mangold Fondkommission AB’s website, www.mangold.se.

Advisers
Mangold Fondkommission AB is financial adviser and issuing agent and MAQS Advokatbyrå AB is legal advisor to Cereno in connection with the exercise of the warrants of series TO3.

For questions regarding the warrants, please contact:

Mangold Fondkommission AB

Tel: +46 8 5030 1595

E-mail: emissioner@mangold.se  

For more information regarding Cereno, please contact:
Henrik Westdahl, Director IR & Communications
Phone: +46 70-817 59 96
Email: henrik.westdahl@cerenoscientific.com

Sten R. Sörensen, CEO

Phone: +46 73-374 03 74

Email: sten.sorensen@cerenoscientific.com

About Cereno Scientific

Cereno Scientific develops innovative treatments for common and rare cardiovascular disease. The lead drug candidate, CS1, is a HDAC (histone deacetylase) inhibitor that acts as an epigenetic modulator with pressure-reducing, reverse-remodeling, anti-inflammatory, anti-fibrotic and anti-thrombotic properties. A Phase II study is ongoing to evaluate CS1's safety, tolerability, and efficacy in patients with the rare disease pulmonary arterial hypertension (PAH). A collaboration agreement with global healthcare company Abbott allows Cereno to use their cutting-edge technology CardioMEMS HF System in the study. Two initiatives performed during the ongoing Phase II study have shown positive findings suggesting the potential clinical benefit of CS1 in PAH patients. These initial findings are, however, not a guarantee of the final study results that are expected in Q3 2024. Since January 2024, CS1 has been available under FDA's Expanded Access Program ("Compassionate Use") for continued CS1 treatment in patients who have completed the Phase II study. Cereno also has two promising preclinical drug candidates in development through research collaborations with the University of Michigan. Investigational drug CS014 is a HDAC inhibitor in development as a treatment for arterial and venous thrombosis prevention. The innovative drug candidate represents a groundbreaking approach to antithrombotic treatment potentially without the associated increased risk of bleeding in humans. CS014 is a new chemical entity with a multi-fold mechanism of action as an epigenetic modulator - regulating platelet activity, fibrinolysis, and clot stability for the prevention of thrombosis without increased risk of bleeding as documented in preclinical studies. Drug candidate CS585 is a prostacyclin receptor agonist that has been documented in several preclinical studies to target the IP receptor for prevention of thrombosis without increased risk of bleeding, which also has been recognized in the medical community. CS585 was in-licensed from the University of Michigan in 2023. The company is headquartered in Gothenburg, Sweden, and has a US subsidiary Cereno Scientific Inc. based in Kendall Square in Boston, Massachusetts, US. Cereno is listed on the Nasdaq First North (CRNO B). More information on www.cerenoscientific.com.

Important information 
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Cereno in any jurisdiction, neither from Cereno nor anyone else.

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 “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States, Russia, Belarus or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.