Elicera Therapeutics

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The Board of Directors of Elicera Therapeutics AB (publ) ("Elicera" or the "Company") has today, subject to the shareholders' subsequent approval on the extraordinary general meeting on February 20, 2024, decided to carry out an issue of units consisting of shares and warrants with preferential rights for existing shareholders of approximately SEK 64 million (the "Rights Issue"). Upon full exercise of all warrants of series TO2 issued in the Rights Issue, the Company can be provided with an additional approximately 74.8 million SEK before issuance costs. The Rights Issue is covered to approximately 43 percent through subscription commitments and underwriting commitments. Notice to the extraordinary general meeting will be published in a separate press release.

Summary

• Elicera’s board of directors has, subject to approval from the extraordinary general meeting on February 20, 2024, decided to carry out the Rights Issue of units consisting of shares and warrants of series TO2.
• The rights issue, if fully subscribed, can provide approximately SEK 64 million to Elicera before issue costs.
• In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided an additional approximately SEK 74,8 million.
• The Rights Issue is covered to approximately 43 percent through subscription commitments and underwriting commitments.
• All existing shareholders will receive one (1) unit right for each one (1) share owned on the record date, February 21, 2024. Five (5) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of nine (9) newly issued shares and seven (7) warrants of series TO2. The subscription price per unit is SEK 16.20, corresponding to SEK 1.80 per share (the warrants are issued free of charge).
• The subscription period for the Rights Issue will run from February 23, 2024, to March 8, 2024.
• Trading with unit rights will take place on Nasdaq First North from February 23 until March 5, 2024.
• Trading with BTU (Paid Subscribed Unit) will occur on Nasdaq First North starting from February 23 until the Rights Issue is registered with the Companies Registration Office (Bolagsverket), which is expected to be around week 12, 2024.
• The warrants will be listed for trading on Nasdaq First North after the Rights Issue has been registered with the Companies Registration Office.
• The Rights Issue is carried out in order to ensure that the CARMA study for the Company's drug candidate ELC-301 is fully funded and enable continued development of the Company's research and commercialization of the iTANK platform.

Comment from management

- Since the IPO in 2021, Elicera Therapeutics' team, as a validation of the world-class nature of our research, has secured significant direct and indirect research grants totaling nearly 40 million SEK, including funds to prepare for new clinical studies. With the planned capital raise, we aim to secure funding to advance our CAR T-cell program ELC-301 into the clinical phase, in addition to the AdVince program. Concurrently, we continue working on the commercialization of our platform technology, iTANK.

Jamal El-Mosleh, CEO for Elicera Therapeutics
 

Background and rationale in summary

The clinical phase I/IIa study for Elicera's drug candidate ELC-301 received conditional approval from the Swedish Medical Products Agency (Läkemedelsverket) in the spring of 2023. Elicera submitted additional GMP validation data in December 2023 and final approval for the CARMA study is now expected shortly. In order to demonstrate full funding for the study and ensure the continued development of the Company's other drug candidates and the iTANK platform, the board has decided to carry out the Rights Issue. The CARMA study is already partially funded through contributions from the European Innovation Council (EIC) Accelerator Program and Vinnova.

The proceeds from the Rights Issue and warrants of series TO2 shall be primarily used for:

• Execution and completion of the CARMA study, 40 percent
• Development of the remaining drug candidates and iTANK, 35 percent
• Strengthen the Company’s working capital, 25 percent

Terms for the Rights Issue

The board of Elicera has decided, subject to approval from the extraordinary general meeting on February 20, 2024, to carry out the Rights Issue of units consisting of shares and warrants in accordance with the following main conditions:

• All existing shareholders will receive one (1) unit right for each (1) share owned on the record date, February 21, 2024, and five (5) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of nine (9) newly issued shares and seven (7) warrants of series TO2. The subscription price per unit is SEK 16.20, corresponding to SEK 1.80 per share (the warrants are issued free of charge).
• The Rights Issue entails an issue of a maximum of 3,956,400 units, corresponding to 35,607,600 shares and 27,694,800 warrants of series TO2.
• Upon full subscription in the Rights Issue, the Company receives approximately SEK 64 million before issue costs.
• The subscription period for subscription of units will run from February 23, 2024, to March 8, 2024.
• Through the Rights Issue, the share capital may increase by a maximum of SEK 1,495,519.20 from SEK 830,844.00 to SEK 2,326,363.20, and the number of shares increase by a maximum of 35,607,600 from 19,782,000 to 55,386,600. Upon full exercise of the warrants of series TO2 covered by the Rights Issue the share capital may increase by an additional SEK 1,163,181.60 and the number of shares by an additional 27,694,800. Upon full exercise of the warrants of series TO2 covered by the Rights Issue, the share capital may increase to SEK 3,489,544.80 and the number of shares increase to 83,084,400.
• The existing shareholders in the Company who do not subscribe for units in the Rights Issue will be subject to dilution. A fully subscribed Rights issue entails a dilution corresponding to 64.29 percent.

Terms for the warrants of series TO2

• Every warrant of series TO2 gives the right to subscribe for one (1) new share in the Company. The subscription price for subscription of shares with the support of warrants of series TO2 corresponds to 70 percent of the volume-weighted average price paid for the Company’s shares during the period from February 11, 2025 up to and including February 24, 2025, but not less than SEK 1.24 and not more than SEK 2.70.
• The exercise period for subscription of shares with the support of the warrants of series TO2 will run from February 26, 2025 up to and including March 11, 2025.
• In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units, the Company may be provided with an additional maximum of approximately SEK 75 million.
• The maximum increase in the number of shares in the Company as a result of full subscription of the Rights Issue and full exercise of attached warrants of series TO2 may entail a further dilution of approximately 33.33 percent.
• The warrants of series TO2 is intended to be admitted to trading on the Nasdaq First North after final registration with the Swedish Companies Registration Office.

Subscription commitments and underwriting

The rights issue is covered to approximately 1.1 percent by subscription obligations from existing shareholders, including members of the board and management, and in addition, underwriters have undertaken to guarantee up to 43 percent of the rights issue. The subscription and underwriting commitments are not secured through bank guarantees, pledge or similar arrangements. The underwriting commitments have been provided by external investors. For the underwriting commitments, an underwriting compensation of fifteen (15) percent of the guaranteed amount in cash compensation or twenty (20) percent of the guaranteed amount in the form of units. The respective party that has provided an underwriting guarantee has the right to choose whether the underwriting compensation shall be paid in cash or in the form of units at a subscription price that corresponds to the Rights Issue, which the board deems to be fair. No compensation is paid for the subscription commitments.

Lock-up commitments

In connection with the Rights Issue the board and management with shareholdings in Elicera, representing approximately 49 percent of the outstanding shares in the Company, have through agreements committed to Mangold Fondkommission AB that, subject to customary exceptions, they will not sell or undertake other transactions with equivalent effect to a sale. The lock-up commitments apply to both the shares held before and those acquired in connection with the Rights Issue, and the lock-up period lasts for twelve months after the announcement of the Rights Issue.

Prospectus

An EU growth prospectus and application form will be available before the beginning of the

subscription period on the Company's website, www.elicera.com

Indicative timetable

Advisers

Mangold Fondkommission AB is the financial advisor to Elicera in connection with the Rights Issue. Advokatfirman Delphi i Stockholm AB is the legal advisor to the Company in connection with the Rights Issue.

For more information, please contact:

Jamal El-Mosleh, CEO at Elicera Therapeutics AB

Mail: Jamal.elmosleh@elicera.vom

Phone: +46 (0) 703 31 90 51

Webb: www.elicera.com

Certified Adviser

The Company’s Certified Advisor is Carnegie Investment Bank AB (publ)

About the iTANK platform

The company's own fully developed and commercially available iTANK technology platform has been developed for arming and enhancing CAR T-cells to meet two of the major challenges CAR T-cell therapies face in the treatment of solid tumors: tumor antigen heterogeneity and a hostile tumor microenvironment. The technology is used to incorporate a transgene into CAR T-cells encoding a neutrophil activating protein (NAP) from the bacterium Helicobacter pylori. NAP secreted from the CAR(NAP) T-cells has been shown to be able to enhance the function of CAR T-cells and importantly activating a parallel bystander immune response against the cancer via CD8+ killer T-cells. This is expected to lead to a broad attack against most antigen targets on cancer cells. The iTANK platform is used to enhance the company's own CAR T-cells but can also be universally applied to other CAR T-cell therapies under development. Proof-of-concept data was published in Nature Biomedical Engineering in April 2022. The publication, titled "CAR T cells expressing a bacterial virulence factor trigger potent bystander antitumour responses in solid cancers" (DOI number: 10.1038/s41551-022-00875-5) can be found here: https://www.nature.com/articles/s41551-022-00875-5. More information about iTANK platform is available here: https://www.elicera.com/technology.

About Elicera Therapeutics AB

Elicera Therapeutics AB (publ) has developed the patented genetic engineering method iTANK, which makes it possible to develop completely new treatments and refine existing CAR T-cell therapies against aggressive and recurrent cancers. Elicera Therapeutics thus has access to a well-defined and extensive market. The company's CAR T-cell therapies have shown in preclinical studies a potent effect against solid tumors, which are known to be difficult to treat and constitute the majority of cancers. The company addresses an international market worth billions in cell therapy development by offering non-exclusive out-licensing of iTANK to players in the pharmaceutical industry. In parallel, Elicera Therapeutics is running four internal immunotherapy development projects, all of which have the potential to generate significant revenues in the form of exclusive licensing agreements. The company's shares are traded on Nasdaq First North Growth Market. For more information, visit www.elicera.com.

This information is information that Elicera Therapeutics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (EU no. 596/2014). The information was submitted for publication, through the agency of the contact persons set out above, on 2024-01-18 at 08:46 CET.

Important information

This press release is not an offer to sell shares or a solicitation of an offer to acquire securities of the Company. The contents of this press release have been prepared by the Company and the Company is solely responsible for its contents. The information in this press release is for background purposes only and therefore does not claim to be complete. No one should, for whatever reason, rely on the information contained in this press release or on its accuracy or completeness. The offer to subscribe for or acquire securities referred to in this press release is made through the EU growth prospectus provided by the Company, which contains detailed information about the Company.

This press release constitutes an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with the related delegated and implementing regulations, the "Prospectus Regulation"). Investors should not invest in the securities referred to in this press release without having taken into account the information contained in the aforementioned EU growth prospectus.

The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act as amended (the "Securities Act") and thus cannot be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act or the securities laws of the relevant state. The Company does not intend to register any offering in the United States or to make any offer of securities in the United States. This press release will not be distributed within, and should not be sent to, the United States. The securities described herein have also not been, and will not be, registered under the applicable securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or in any other jurisdiction in which the distribution of this press release would be unlawful or require additional measures other than those required by Swedish law and may not, subject to certain exceptions, be offered or sell within or into, or for the benefit of, any person whose registered address is in or who is located or resident in,  Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea. There will be no offering of the securities described herein in Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea.

In the United Kingdom, this press release may only be distributed and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order" as amended), (ii) persons falling within Article 49 (2) (a) to (d) ("high net worth companies;  unincorporated associations etc.") of the Financial Promotion Order, (iii) persons that are outside the United Kingdom, or (iv) are persons to whom an invitation or incentive to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of securities (all such persons together being referred to as "relevant persons"). This press release is only directed at relevant persons and persons who are not relevant persons must not act on or rely on the information contained in this press release. Any investment or investment activity to which this communication relates is only possible for relevant persons and will only be pursued with relevant persons.

In all EEA Member States ("EEA"), other than Sweden, this communication is only addressed to and is only directed at qualified investors in the relevant Member State as defined in the Prospectus Regulation, i.e. only those investors to whom an offer may be made without an approved prospectus in the relevant EEA Member State.

Topics covered in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as "intends", "expects", "may", "plans", "estimates", "calculates" and other similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, coincidences, and other important factors that are difficult or impossible to predict and that are beyond the Company's control. Such risks, uncertainties and important factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements. The information, opinions and forward-looking statements contained in this release speak only as of the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any adjusted view of the forward-looking statements in order to reflect such events or circumstances that arise in relation to the content of these communications.