Elicera Therapeutics

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Elicera Therapeutics AB (publ) (“Elicera” or the “Company”) has completed the rights issue of units consisting of shares and warrants of series TO2 which the board of directors resolved on January 18, 2024, and was approved at the extraordinary general meeting on February 20, 2024 (the “Rights Issue”). The outcome concludes that 506,748 units have been subscribed through use of unit rights, corresponding to approximately 12.8 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 35,350 units without unit rights, corresponding to approximately 0.9 percent of the Rights Issue. A total of 542,098 units were subscribed for with and without unit rights, corresponding to 13.7 percent of the Rights Issue. Hence, underwriting commitments of 1,159,154 units, corresponding to 29.3 percent of the Rights Issue, will be utilized. In total, 1,701,252 units were subscribed, corresponding to 43 percent of the Rights Issue. Through the Rights Issue, the Company will receive approximately SEK 27.6 million before issue costs.

Outcome in the Rights Issue

The subscription period in the Rights Issue ended on March 8, 2023. The final outcome shows that 506,749 units has been subscribed for with support of unit rights, corresponding to approximately 12.8 percent of the Rights Issue. Additionally, the Company has received applications for subscription of 35,350 units without support of unit rights, corresponding to approximately 0.9 percent of the Rights Issue. Consequently, 542,098 units were subscribed with and without unit rights, corresponding to approximately 13,7 percent of the Rights Issue. Underwriting commitments of 1,159,154 units will be exercised by the Company, corresponding to 29.3 percent of the Rights Issue. Each unit consists of nine (9) newly issued shares and seven (7) warrants of series TO2. In total, 1,701,252 units were subscribed, corresponding to 15,311,268 newly issued shares and 11,908,764 warrants of series TO2.

Through the Rights Issue, the Company will receive approximately SEK 27.6 million before issue costs. Upon full exercise of all warrants of series TO2, the Company may be provided with an additional capital injection of up to approximately SEK 32.1 million.

Comment from Jamal El-Mosleh, CEO

‘’With the new capital we are adding, we will be able to recruit and treat all planned 18 patients in our CAR T-cell study CARMA and be able to reach important value adding clinical milestones. We will also be able to continue the work on commercializing our platform technology, iTANK. I would like to extend a big thank you to our shareholders for your participation and support through this rights issue.’’

Allocation of units subscribed for without the support of unit rights

Allocation of units subscribed for without the support of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on February 21, 2024, due to the Rights Issue. Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.

Shares and share capital

Through the Rights Issue, the number of shares in the Company increase by 15,311,268 shares, from 19,782,000 shares to 35,093,268 shares and the share capital increase by SEK 643,073.26, from SEK 830,844.00 to SEK 1,473,917.26. If all warrants of series TO2 are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 11,908,764 shares, from 35,093,268 shares to 47,002,032 shares, and the share capital will increase with an additional SEK 500,168.09, from SEK 1,473,917.26 to SEK 1,974,085.34.

Warrants of series TO2

Each warrant of series TO2 entitles the holder to subscribe for one (1) new share of series B in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) of the Company's share on Nasdaq First North Growth Market during the period from and including February 11, 2025 up to and including February 24, 2025, however a minimum of SEK 1.24 and a maximum of SEK 2.70 share. Subscription of new shares through warrants of series TO2 shall be carried out according to the terms of the warrants during the period from and including February 26, 2025, up to and including March 11, 2025. The warrants of series TO2 are intended to be admitted to trading on the Nasdaq First North Growth Market after final registration of the Rights Issue with the Swedish Companies Registration Office.

Paid subscribed units ("BTU”)

Trading with BTU (Paid Subscribed Unit) takes place on Nasdaq First North Growth Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 12, 2024.

Compensation to underwriters

In connection with the Rights Issue, an external investor and Mangold Fondkommission have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 15 percent of the underwritten amount is paid in cash or alternatively 20 percent of the underwritten amount in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than March 15, 2024. The subscription price for any units issued as underwriting compensation has been set at SEK 16.20 per unit, which corresponds to the subscription price in the Rights Issue and which the board of directors deems to be of fair market value. In total, a maximum of 2,984,382 new shares and 2,321,186 warrants of series TO2 may be issued as underwriting compensation to the underwriters.

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

This information is such that Elicera Therapeutics AB is required to make public in accordance with the EU’s Market Abuse Regulation (MAR). The information was made public by the Company’s contact person above on March 11, 2024, at 17:59 CEST.

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.

About Elicera Therapeutics AB

Elicera Therapeutics AB (publ) has developed the patented gene technology platform iTANK that enables the arming of new and existing CAR T-cell therapies targeting aggressive and relapsing cancer forms. Elicera Therapeutics thereby addresses a well-defined and vast market. The company’s CAR T-cell therapies have shown a potent effect toward solid tumors which are recognized as particularly difficult to treat and constitute the majority of cancer cases. The company addresses a global multibillion market in cell therapy through its offering of non-exclusive licensing of the iTANK-platform to companies in the pharmaceutical industry. Elicera Therapeutics has four internal development projects in immune therapy that separately have the potential to generate substantial value through exclusive out-licensing agreements. The company’s share is traded on Nasdaq First North Growth Market. The company’s certified advisor is Carnegie Investment Bank AB (publ), www.carnegie.se. For additional information, visit www.elicera.com.

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.