2cureX completes a heavily oversubscribed directed issue of approximately SEK 40 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, 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.
2cureX AB (”2cureX” or the ”Company”) hereby announce that the Company has carried out a directed issue of 1 213 000 units, consisting of two (2) shares and one (1) warrant of series TO1, to a limited group of investors (“the Directed Issue”) paid in cash. Additionally, the Company will issue warrants of series TO1 to current shareholders free of charge. The subscription price in the Directed Issue was set to SEK 33,00 per unit, corresponding to SEK 16,50 per share. Through the Directed Issue, the Company will initially receive approximately SEK 40 million before deduction of transaction costs.
The Directed Issue
The board of directors of 2cureX has, based on the authorization given by the extraordinary general meeting on July 2, 2020, and after completed accelerated book-building procedure, resolved on and carried out a Directed Issue of 1 213 000 units, consisting of two (2) shares and one (1) warrant of series TO1. The subscription price in the Directed Issue was set to SEK 33.00 per unit, corresponding to SEK 16.50 per share. The warrants are issued free of charge. The Company will initially receive approximately SEK 40 million before deduction of transaction costs.
The subscription price was determined through an accelerated book-building procedure towards investors, conducted by Mangold Fondkommission AB. Therefore, it is the board of directors’ assessment that the Directed Issue is in accordance with market conditions.
The rationale for carrying out the Directed Issue and for the deviation from the shareholders’ preferential rights is to secure financing in a time- and cost-effective manner, and to diversify the shareholder base. The Company intends to use the proceeds from the Directed Issue to launch IndiTreat® in several markets. According to the board of directors, the Directed Issue will give 2cureX necessary capital to enable additional sales- and marketing activities of the Company’s product.
The Directed Issue entails a dilution of 16.34 percent of the number of shares and votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will increase by 2 426 000 from 12 420 000 to 14 846 000. The share capital will increase by SEK 242 600.00, from SEK 1 242 000.00 to SEK 1 484 600.00.
The Directed Issue will be registered after the warrants of series TO1, issued to current shareholders, are registered. This entails that investors in the Directed Issue will not receive additional warrants through preferential rights.
Warrants to current shareholders in 2cureX
The board of directors of 2cureX has decided to issue warrants of series TO1 (same series as in the Directed Issue) to the Company, which on the settlement day will be given free of charge to current shareholders in 2cureX. The warrants will, to some extent, compensate shareholders in the Company for the dilution in the Directed Issue
The settlement day for the warrants of series TO1 will be announced separately as soon as the warrants are registered with the Swedish Companies Registration Office. The shareholders in 2cureX will receive one (1) warrant of series TO1 for every ten (10) held shares on the settlement day. A total of 1 213 000 warrants of series TO1 will be issued and given to the shareholders in 2cureX.
Terms and information regarding warrants of series TO1
A total of 2 455 000 warrants of series TO1 will be issued, where 1 213 000 are given to investors in the Directed Issue, and 1 242 000 are given to current shareholders in the Company.
Each warrant of series TO1 will give the holder the right to subscribe for one (1) new share in 2cureX at a subscription price corresponding to 70 percent of the average volume-weighted share price according to Nasdaq First North Growth Market’s official price statistics during the period from April 9, 2021 to April 22, 2021. The subscription price shall not exceed SEK 28.88 per new share, and not be less than the quota value of the Company’s share. The exercise period to subscribe for new shares with warrants from series TO1 will be from April 26, 2021 to May 7, 2021.
Warrants of series TO1 will, upon full exercise, give the Company the opportunity to raise up to a maximum of approximately SEK 70.90 million, depending on the subscription price.
Upon full exercise of the warrants of series TO1, the dilution will amount to approximately 14.19 percent, in proportion to the number of shares after the registration of the Directed Issue.
The Company will apply for admission to trading of the warrants issued in the Directed Issue on Nasdaq First North Growth Market as soon as it is possible after the registration of the Directed Issue and the allotment to current shareholders has been completed.
Malmö in July 2020
The Board of directors
Mangold Fondkommission AB is acting as sole bookrunner and financial adviser and Eversheds Sutherland Advokatbyrå AB is legal adviser in connection with the Directed Issue.
N.B. This English text is an unofficial translation of the Swedish original of the press release, and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
For more information about 2cureX:
Ole Thastrup, Chief Executive Officer
E-mail: [email protected]
Telephone: +45 22 11 53 99
This information is such that 2cureX AB is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through the agency of the contact person set out
above, on July 6, 2020 at 23:00 CEST
Telephone: +46 8 121 576 90
E-mail: [email protected]
2cureX has developed the IndiTreat® (Individual Treatment) test. IndiTreat® establishes thousands of 3D micro-tumors that are similar to the patient’s tumor and identifies the treatment that most effectively kills the patient’s tumor. Immediately after the test, the patient can be offered the selected treatment.
IndiTreat® is being clinically validated in clinical studies in colorectal cancer, ovarian cancer, pancreatic cancer and preventive cancer medicine. The clinical programs are conducted at major cancer hospitals in Denmark, Germany and United Kingdom.
IndiTreat® is presently being introduced into the European market through an Early Access Program.
The aspiration is that IndiTreat® becomes a standard tool in Precision Medicine for cancer patients.
The company is listed at the Nasdaq First North Growth Market in Stockholm (symbol: “2CUREX”).
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in 2cureX in any jurisdiction, neither from 2cureX nor from someone else.
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 the 2cureX. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Mangold Fondkommission AB is acting for 2cureX in connection with the Directed Issue and no one else and will not be responsible to anyone other than 2cureX for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Singapore, South Africa, South Korea or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. 2cureX has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
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