Saniona

Saniona has, in connection with the ongoing exercise of TO 4, agreed on top guarantees with Wilhelm Risberg and Fredrik Lundgren, of approximately SEK 5.75 million each. The guarantee commitments thus comprise a total of approximately SEK 11.5 million, corresponding to approximately 10 percent of the issue proceeds that the Company can receive through the exercise of TO 4.

The guarantee commitments constitute so-called "top-down guarantees", which means that the guarantee commitments will be utilized in case the TO 4 aren’t exercised in full, with the guarantee commitments being utilized fully (approximately SEK 11.5 million) if the exercise of TO 4 is at or below 90 per cent and less if the exercise of TO 4 exceeds 90 per cent. Upon exercise of, for example, 95 percent of the TO 4, the guarantee commitments will be executed for the remaining 5 percent up to fully subscribed TO 4. The guarantee commitments are thus added to the current subscription level for TO 4 and are intended to secure the last part of the subscription of the warrant exercise in the event that all TO 4 are not exercised by existing holders.

If the guarantee commitments are executed, the guarantors’ subscriptions of shares will in practice take place through a directed share issue, resolved by the board of directors based on the authorization granted by the annual general meeting on 29 May 2024, after the exercise period for TO 4 has ended. Subscription in such directed share issue shall be made at a subscription price corresponding to the determined exercise price for TO 4, i.e. SEK 4.88, and may thus comprise a maximum of 2,355,564 shares in the Company, corresponding to issue proceeds of approximately SEK 11.5 million in total. The outcome of the exercise of TO 4 and the amount of utilized guarantee commitments will be announced through a separate press release by the Company on or around 3 April 2025.

The guarantee commitments have been provided free of charge and have not been secured by advance transaction, bank guarantee or similar arrangement.

Complete terms and conditions for TO 4 are available on the Company’s website, www.saniona.com.

Advisers
Vator Securities AB is financial adviser and Setterwalls Advokatbyrå AB is legal adviser to the Company in connection with the exercise of TO 4. Vator Securities AB is also issuing agent in connection with the exercise of TO 4.

For more information, please contact
Thomas Feldthus, CEO, +45 22109957; thomas.feldthus@saniona.com

About Saniona
Saniona (OMX: SANION) is a clinical-stage biopharmaceutical company leading the way in ion channel modulation for the treatment of neurological disorders. Saniona’s internal pipeline includes SAN2219, targeting acute repetitive seizures; SAN2355, addressing refractory focal onset seizures; and SAN2465, positioned for major depressive disorders. Saniona has two strategic development collaborations. SAN711 is being prepared for Phase 2 for essential tremor in collaboration with Acadia Pharmaceuticals and tesofensine is out licensed for obesity to Medix, which has submitted a market authorization application (MAA) in Mexico. In addition, Saniona oversees two clinical programs poised for collaboration. Tesomet™ is ready for Phase 2b, targeting rare eating disorders, while SAN903 is ready for Phase 1 for inflammatory bowel disease. Saniona partners include Acadia Pharmaceuticals, Boehringer Ingelheim GmbH, Productos Medix S.A de S.V, AstronauTx Limited, and Cephagenix ApS. Saniona is based in Copenhagen and listed on Nasdaq Stockholm Main Market.
For more information, visit www.saniona.com.

The information was submitted for publication, through the agency of the contact person set out above, on 21 March 2025 at 08.00 CET.

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Saniona. The invitation to the persons concerned to subscribe for units consisting of shares and warrants in Saniona has only been made through the prospectus published by Saniona on 18 January 2024. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority and has been published on the Company’s website, www.saniona.com.

Since Saniona is considered to conduct protection-worthy activities according to the Swedish Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), the exercise of warrants for subscription of shares may require review by the Inspectorate of Strategic Products (ISP). More information about this can be found on the Company’s website, www.saniona.com.