Curasight

Summary of the Rights Issue

• If fully subscribed, Curasight will receive approximately DKK 100 million in gross proceeds through the Rights Issue before deduction of transaction costs.
• Final terms and timeline for the Rights Issue, including subscription price, are expected to be announced on 24 April 2025. The subscription price for shares in the Issue is to be set to 65% of TERP (based on 10-day VWAP) at the time of the board's formal resolution to carry out the Issue, however not lower than the nominal value per share and the 10-day VWAP as basis for calculating the subscription price shall not be higher than DKK 10.24 (the "Subscription Price").
• The Rights Issue is covered to approximately 27.7 percent by subscription commitments and to approximately 19.3 percent by guarantee commitments corresponding to approximately 47 percent of the Rights Issue in total.
• Provided that the Board of Directors is authorized by the EGM and subsequently resolves to carry out the rights issue as soon as possible, the record date for the rights issue will indicatively be 1 May 2025. The subscription period will indicatively run from 2 May 2025 through 16 May 2025.
• The last day of trading in the Company's shares including right to receive subscription rights in the Rights Issue is expected on 29 April 2025 and the first day of trading in the Company's shares without the right to receive subscription rights in the Rights Issue is expected to 30 April 2025. Trading in subscription rights will take place on Spotlight Stock Market from and including 30 April 2025 up to and including 14 May 2025.
• In connection with the Rights Issue, Curasight has renegotiated the outstanding loan raised in October 2024 from Fenja Capital II A/S ("Fenja Capital").
• The Board of Directors intends to convene an extraordinary general meeting to be held on 23 April 2025. Notice of the EGM will be published through a separate press release.

Chaitanya Tatineni, CEO International Markets and Chief M&A Officer of Curium, comments:

"As the global leader in nuclear medicine, Curium is dedicated to developing life-saving diagnostic and therapeutic solutions for cancer patients. We are excited about the potential of Curasight's uPAR-PET technology and by leveraging Curium's Cu64 platform, prostate cancer expertise and global footprint we hope to bring innovative solutions to patients and healthcare professionals around the world."

Ulrich Krasilnikoff, CEO in Curasight, comments:

" We are very pleased to welcome Curium and Pentwater as new shareholders in Curasight, which we believe provides further validation of our theranostic approach for better diagnosis and more precise treatment of cancers via our uTRACE^® and uTREAT® platforms. Curium is an important strategic partner for uTRACE in prostate cancer and through our positive collaboration they have first hand experience of the utility and potential of our diagnosis capabilities. Attracting these two new investors allows us to continue parallel development of our diagnostic and therapeutic platforms and brings us closer to fulfilling our ambition of helping a large number of cancer patients."

Background and motive

Curasight A/S is the pioneer behind the novel imaging and therapeutic approach based on the urokinase-type plasminogen activator receptor (uPAR). The technology minimizes irradiation of healthy tissue by combining the targeted uTREAT® radiation therapy with the precise uTRACE® diagnostics. Several investigator-initiated phase II clinical trials have been completed or are currently undertaken. Curasight is currently running a phase II trial in prostate cancer as part of a global partnership with Curium - the world leader in radiopharmaceuticals. Furthermore, Curasight is actively generating clinical data using both uTRACE® and uTREAT® across a range of cancer types, including prostate cancer, bladder cancer, glioblastoma (brain cancer), neuroendocrine tumors (NET), head and neck cancer, non-small cell lung cancer (NSCLC), and pancreatic cancer. Each of these indications represents unique development opportunities. Based on emerging clinical evidence, Curasight aims to identify and engage experienced partners for the later stages of development for uTRACE® and uTREAT®-as exemplified by the partnership with Curium for uTRACE® in prostate cancer.

As a small and agile company, Curasight strategically partners with highly specialised organisations to support its drug development efforts. This includes collaboration with leading Contract Research Organisations (CROs) and Contract Development and Manufacturing Organisations (CDMOs) that possess deep expertise in both diagnostic and therapeutic radiopharmaceuticals. Through these partnerships, Curasight ensures access to top-tier development and manufacturing capabilities, including the production of investigational medicines and the execution of clinical trials in full compliance with Good Manufacturing Practice (GMP) and Good Clinical Practice (GCP) standards.

The Rights Issue will, if fully subscribed, provide the Company with approximately DKK 100 million in gross proceeds before deduction of transaction costs. The costs related to the Rights Issue are estimated at full subscription, to amount to a maximum of approximately DKK 8.1 million, of which approximately DKK 2.5 million is attributable to guarantee compensation (provided that all guarantors choose to receive the compensation in cash). The expected net proceeds from the Rights Issue are thus estimated to amount to approximately DKK 91.9 million, assuming full subscription. The Board assesses that the net proceeds from the Rights Issue, if fully subscribed, will be sufficient to fund the Company until mid-2026 and will, for example, support the following:

• The last patient enrollment for Part II of the Phase II trial for uTRACE® (prostate cancer) with topline results in H2 2025 and final results in H1 2026.
• Completion of the Phase I trial for uTREAT® (brain cancer) with preliminary efficacy data in H2 2025 and final efficacy data in H1 2026.
• First patient included part II for uTREAT® (brain cancer) in H1 2026.
• Working capital.

The Board of Directors assesses that the net proceeds from a secured Rights Issue will be sufficient to finance the Company's operations to the end of 2025, covering the completion of the uTRACE® Phase II trial (prostate cancer) including topline results, the uTREAT® Phase I trial (brain cancer) including preliminary efficacy data, and providing necessary working capital.

Bridge financing

In connection with the Company raising a bridge loan of DKK 8 million with Fenja Capital, warrants will be allotted free of charge to Fenja Capital. The warrants entitle the holder to subscribe for shares in the Company at a subscription price equal to 140 percent of the Subscription Price in the Rights Issue.

The warrants may be exercised from and including the date of registration with the Danish Business Authority up to and including 30 April 2030. The number of warrants to be issued will be set to correspond to an approximate 5 percent dilution following the completion of the Rights Issue.

For the new bridge loan, an interest rate of 1.5 percent per commenced 30-day period applies. The bridge loan is intended to be repaid with proceeds from the Rights Issue. The Board of Directors assesses the terms of the bridge loan as being in line with market conditions. In addition to the new bridge loan, the Company has refinanced an existing loan of DKK 10 million, excluding accrued interest, originally obtained from Fenja Capital in October 2024. The refinanced loan carries a monthly interest rate of 1.25 percent per commenced 30-day period and matures on 31 March 2026. The Board of Directors considers the terms of the refinanced loan to be market-based.

The issuance of the warrants is conditional upon the Board of Directors being authorized by the EGM resolve on the issue of warrants and the Board of Directors subsequently resolving on both the issuance of the warrants and to carry out the Rights Issue.

Subscription and guarantee commitments

Curium a partner to Curasight, has expressed its strong support for the offering and has committed to subscribing for a total of DKK 17.8 million. Additionally, the Company has secured a subscription commitment from Pentwater for 10% of the final issue volume, with a minimum investment of approximately DKK 4.7 million. The Rights Issue is also covered by subscription undertakings of approximately DKK 5.2 million from members of the Board of Directors and the management. Thus, the total subscription commitments in the offering amount to approximately DKK 27.7 million.

In addition, procured guarantee commitments, from a number of external investors, have been provided corresponding to a total of approximately DKK 19.3 million.

In total, the Rights Issue is thus covered by subscription and guarantee commitments totaling approximately DKK 47 million, which corresponds to approximately 47 percent of the Rights Issue. No compensation will be paid for subscription commitments. For guarantors, a remuneration of 13 percent of the guaranteed amount in cash or 22 percent of the guaranteed amount in shares, with the same terms and conditions as for shares in the Rights Issue.

In order to enable issue of shares as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued shares, the Board of Directors has proposed that the Extraordinary General Meeting on 23 April 2025, among other things, resolves on approval of the Rights Issue and authorization for the Board of Directors to resolve on issue of such shares to guarantors.

The subscription and guarantee commitments are not secured by bank guarantees, escrow funds, pledging or similar arrangements. 

Terms of the Rights Issue and invitation to subscribe

The full terms and conditions, along with detailed instructions regarding the Rights Issue, will be published in a separate corporate announcement indicatively on 24 April 2025.

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the "Information Document") in accordance with article 1.4 db) in Regulation (EU) 2024/2809 ("Listing Act"). Further information concerning the Rights Issue and the Company will be provided in the Information Document, which will be prepared in accordance with Annex IX of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and which the Company estimates to publish on its website on 29 April 2025.

Preliminary time plan for the Rights Issue

Extraordinary General Meeting

The Rights Issue is subject to approval at the EGM authorizing the Board of Directors to carry out the Rights Issue and that the Board subsequently utilizes the authorizations to resolve to carry out the Issue. Notice of the extraordinary general meeting will be announced through a separate press release.

Interim Report Q1

Due to the Rights Issue, the Company intends to bring forward the publication of its Q1 2025 interim report to 25 April 2025.

Advisors

Sedermera Corporate Finance AB acts as Sole Global Coordinator and bookrunner in connection with the Rights Issue. DLA Piper is the Company's legal advisor. Danske Bank A/S is the settlement agent.