Cereno Scientific

"It is very gratifying to see the high utilization rate of the series TO3 warrant program. This demonstrates the continued strong confidence that shareholders have in Cereno and in our vision and ability to develop innovative treatments for common and rare cardiovascular diseases.

Cereno as a company and our development portfolio with our three innovative drug candidates CS1, CS014 and CS585, are well positioned for growth. The capital raised enables us to finalize the Phase II study in PAH with drug candidate CS1; initiate the Expanded Access Program (“Compassionate Use”) with CS1 for patients with PAH who have completed our clinical phase II study and preparatory activities for a pivotal Phase III study with CS1. In addition, a clinical Phase I study with drug candidate CS014 will be initiated and the pre-clinical development program with drug candidate CS585 will be pursued,” said Sten R. Sörensen, CEO, Cereno Scientific.

Background

The subscription period for exercise of the warrants of series TO3 took place from and including March 5, 2024, up to and including March 19, 2024. The subscription price per share of series B for exercising the warrants of series TO3 was set to SEK 1.60.

In total, 47,926,608 warrants of series TO3 were exercised for subscription of 47,926,608 shares of series B in the Company, meaning that approximately 99.6 percent of the total number of outstanding warrants of series TO3 were exercised for subscription of new shares of series B in Cereno.

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 of series B within approximately three (3) weeks.

Number of shares, share capital, and dilution

Through the exercise of the warrants of series TO3, the number of shares of series B in Cereno increases by 47,926,608 shares, from 233,052,986 shares to a total of 280,979,594 shares of series B, and the total number of shares in Cereno increases from 233,775,234 shares to 281,701,842 shares. The share capital will increase by SEK 4,792,660.80, from SEK 23,377,523.40 to SEK 28,170,184.20.

For existing shareholders who did not exercise any warrants of series TO3, the dilution amounts to approximately 17.0 percent based on the number of shares following exercise of the warrants of series TO3 and to approximately 16.6 percent based on the number of votes following exercise of the warrants of series TO3. 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.

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, we are delighted that the FDA´s Expanded Access Program will enable patients with PAH, a serious life-threatening disease condition, to gain access to CS1 where no comparable alternative therapy options are available. 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 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 on the basis of this press release and should not act or rely on it.