Immunovia

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. 

LUND (SWEDEN) – The board of directors of Immunovia AB (publ) (“Immunovia” or the “Company”) today announces the final outcome of the rights issue of units that was announced on 20 May 2024 (the “Rights Issue”). The final outcome shows that a total of 50,708,569 units were subscribed for by exercise of unit rights, corresponding to approximately 74.6percent of the Rights Issue, and 11,291,780 units were subscribed for without unit rights, corresponding to approximately 16.6 percent of the Rights Issue. The Rights Issue is thus subscribed to a total of approximately 91.3 percent and no issue guarantees will need to be utilized. Through the Rights Issue, Immunovia will initially receive approximately SEK 63.2 million before issue costs and repayment of bridge loans to Fenja Capital I, Wilhelm Risberg and Fredrik Lundgren. In the event of exercise of warrants series TO 2 and TO 3 that are issued, Immunovia may receive additional proceeds in January 2025 and April 2025, respectively.

Subscription and allotment

The final outcome of the Rights Issue, in which the subscription period ended on 30 August 2024, shows that a total of 50,708,569 units were subscribed for by exercise of unit rights, corresponding to approximately 74.6 percent of the Rights Issue, and 11,291,780 units were subscribed for without unit rights, corresponding to approximately 16.6 percent of the Rights Issue. The Rights Issue is thus subscribed to a total of approximately 91.3 percent and no issue guarantees will need to be utilized. Through the Rights Issue, Immunovia will initially receive approximately SEK 63.2 million before issue costs and repayment of bridge loans to Fenja Capital I, Wilhelm Risberg and Fredrik Lundgren. After repayment, raised bridge loans are settled in full. In the event of full exercise of all warrants series TO 2 and TO 3 that are issued, Immunovia may receive additional proceeds in January 2025 and April 2025, respectively.

Each unit consists of two (2) shares, two (2) warrants series TO 2 and one (1) warrant series TO 3. 

One (1) warrant series TO 2 entitles the right to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume weighted average price of the Company’s share on Nasdaq Stockholm during the period from and including 12 December 2024 up to and including 27 December 2024, however not less than the share’s quota value and not more than an amount corresponding to 125 percent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 2 will take place during the period from and including 2 January 2025 up to and including 16 January 2025.

One (1) warrant series TO 3 entitles the right to subscribe for one (1) new share in the Company at a subscription price corresponding to seventy (70) percent of the volume weighted average price of the Company’s share on Nasdaq Stockholm during the period from and including 14 March 2024 up to and including 27 March 2025, however not less than the share’s quota value and not more than an amount corresponding to 150 percent of the subscription price per share in the Rights Issue. Subscription of shares by exercise of warrants series TO 3 will take place during the period from and including 1 April 2025 up to and including 15 April 2025.

If all warrants series TO 2 and TO 3 issued in the Rights Issue are exercised for subscription of shares during January 2025 and April 2025, assuming a subscription price that amounts to the quota value, the Company will receive an additional amount of approximately SEK 5.6million before deduction of issue costs, which are estimated to amount to approximately SEK 0.2 million. If, under the same conditions, the subscription price amounts to, for example, between SEK 0.51 – 0.64, which corresponds to the subscription price per share in the Rights Issue and such subscription price increased by 25 percent, the Company will receive between approximately SEK 94.9 – 119.0 million before deduction of issue costs, which are estimated to amount to between approximately SEK 2.8 – 3.6 million.

Allocation of units subscribed for without unit rights has been made in accordance with the allocation principles described in the prospectus that has been prepared in connection with the Rights Issue and published by the Company on 12 August 2024 (the “Prospectus”). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated units shall be paid for in accordance with the instructions in the contract note.

Change in share capital and number of shares as well as dilution

The annual general meeting on 19 June 2024 resolved to reduce the share capital by a total of SEK 905,749.96 for allocation to non-restricted equity and without cancellation of shares, whereby the share capital decreases from SEK 2,264,374.90 to SEK 1,358,624.94. This reduction means that the quota value per share decreases from SEK 0.05 to SEK 0.03. Through the Rights Issue, the number of shares in Immunovia increases with 124,000,698shares, from 45,287,498 shares to 169,288,196 shares and the share capital increases by SEK 3,720,020.94, from SEK 1,358,624.94 to SEK 5,078,645.88. 

In the event of full exercise of all issued warrants series TO 2 for subscription of new shares in the Company, the number of shares will increase by an additional 124,000,698 shares to a total of 293,288,894 shares and the share capital will increase by additional SEK 3,720,020.94 to SEK 8,798,666.82. In the event of full exercise of all issued warrants series TO 3 for subscription of new shares in the Company, the number of shares will increase by an additional 62,000,349 shares to a total of 355,289,243 shares and the share capital will increase by additional SEK 1,860,010.47 to SEK 10,658,677.29. 

In connection with the Rights Issue, the Company has entered into agreements on guarantee commitments. For the guarantee commitments, guarantee compensation is paid, either in cash compensation amounting to fourteen (14) percent of the guaranteed amount, or alternatively sixteen (16) percent of the guaranteed amount in the form of newly issued units in the Company, on the same terms and conditions as units in the Rights Issue, however the subscription price per unit shall correspond to the volume weighted average share price for the Company’s share on Nasdaq Stockholm during the subscription period in the Rights Issue (i.e. during the period 16–30 August 2024), multiplied by two (2), however not lower than the subscription price in the Rights Issue. If all guarantors would choose to receive guarantee compensation in units, a maximum of 2,856,431 units in total, containing 5,712,862 shares, 5,712,862 warrants series TO 2 and 2,856,431 warrants series TO 3 would be issued as guarantee compensation.

Trading in BTU

Trading in BTU (Sw. betald tecknad unit) is currently taking place on Nasdaq Stockholm under the short name IMMNOV BTU and is expected to cease around 23 September 2024.Subsequently, BTU will be converted to shares and warrants. Trading in the shares and warrants will thereafter take place on Nasdaq Stockholm as soon as possible after completed registration with the Swedish Companies Registration Office.

Advisers

Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue. Vator Securities AB is also issuing agent in connection with the Rights Issue.

For more information, please contact:

Jeff Borcherding 

CEO and President 

jeff.borcherding@immunovia.com  

Karin Almqvist Liwendahl

Chief Financial Officer

karin.almqvist.liwendahl@immunovia.com

+46 709 11 56 08

The information was submitted for publication, through the agency of the contact persons set out above, on 3 September 2024 at 13:00 CET.
 

Immunovia in brief 

Immunovia AB is a diagnostic company whose mission is to increase survival rates for patients with pancreatic cancer through early detection. Immunovia is focused on the development and commercialization of simple blood-based testing to detect proteins and antibodies that indicate a high-risk individual has developed pancreatic cancer. 

Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups to make its test available to individuals at increased risk for pancreatic cancer. 

USA is the world’s largest market for detection of pancreatic cancer. The company estimates that in the USA, 1.8 million individuals are at high-risk for pancreatic cancer and could benefit from annual surveillance testing. 

Immunovia’s shares (IMMNOV) are listed on Nasdaq Stockholm. For more information, please visit www.immunovia.com 

IMPORTANT INFORMATION 

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Immunovia. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Immunovia has only been made through the Prospectus that the Company has published on 12 August 2024. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company's website, www.immunovia.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. 

This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Immunovia. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. 

The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Immunovia have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.

Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.

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”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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.

This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.

Vator Securities AB is acting for Immunovia in connection with the transaction and no one else, and will not be responsible to anyone other than Immunovia for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

Since Immunovia conducts essential services according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), certain investments in the Rights Issue may require review by the Inspectorate of Strategic Products (ISP). More information about this can be found on the Company's website, www.Immunovia.com.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.