Prostatype Genomics announces a 93.6% subscription rate in exercise of warrants of series TO 4 and announces a directed issue for guarantors
NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, THE UNITED KINGDOM, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS, OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE MEASURES OTHER THAN THOSE REQUIRED UNDER SWEDISH LAW. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
On 9 December 2024, the exercise period for Prostatype Genomic AB's ("Prostatype" or "Company") warrants of series TO 4 ("TO 4") ended. During the exercise period, a total of 1,556,419,000 TO 4’s, corresponding to approximately 93.6 percent of number of TO 4 outstanding, were exercised for subscription of 1,556,419 new shares in Prostatype. The Company also intends to carry out a directed share issue 130,443 new shares to investors who guaranteed the exercise of TO 4 (the “Directed Issue”). In total, Prostatype receives approximately SEK 9.8 million before deduction of transaction related costs through the subscribed TO 4 and the Directed Issue.
Outcome from exercise of TO 4
The exercise period for Prostatype’s warrants of series TO 4 commenced on 25 November to and including 9 December 2024. Terms for exercising TO 4 after adjustment following the reverse split of the Company’s share on 31 October 2024, were that a thousand (1,000) warrants of series TO 4 granted the right to subscribe for one (1) new share in Prostatype at a price of SEK 5.96 per share. A total of 1,556,419,000 warrants of series TO 4, corresponding to an exercise rate of approximately 93.6 percent, were exercised for subscription of 1,556,419 new shares in the Company. The Company will thus receive approximately SEK 9.3 million through the exercise of TO 4 before deduction of issue costs.
Conversion from interim shares to ordinary shares are expected to take place around 20 December 2024, and the new shares are expected to be visible on subscribers’ account two banking days thereafter.
“A subscription rate of no less than 93.6 percent is a testament to our shareholders’ trust in our ability to successfully implement the Company’s business plan for the US market, which was recently presented, combined with continued activity in selected EMEA markets. I want to thank everyone who participated, and now look forward to the rest of the year and 2025, a year that we expect to become the most exciting and value-driving so far in the Company's history,” says Anders Lundberg, Prostatype's Chairman of the Board.
The Directed Issue
On 3 December 2024, the Company entered into agreements for guarantee commitments with external investors for correspondingly approximately 25 percent of the TO 4 maximum issue amount. Approximately SEK 2.0 million, or approximately 20 percent of the proceeds from the TO 4 exercise, was secured up to 80 percent of the maximum subscription amount. In addition, 5 percent of the total number of warrants was secured by a top guarantee (from 100 percent and downwards).
Due to the high subscription rate, only the top guarantee commitment has been activated. Guarantors were entitled, under the terms of the guarantee agreements, to choose compensation of eight (8) percent in cash or ten (10) percent in the form of additional shares, of their guaranteed amount. All guarantors have chosen new shares as compensation.
The Company therefore intends to resolve on a directed issue of 130,443 new shares where 88,078 shares relate to the activated underwriting commitment, providing the company with additional approximately SEK 0.5 million, and 42,365 shares related to compensation to guarantors which will be paid for by set-off of against claims.
The subscription price in the Directed Issue will correspond to the exercise price of the TO 4, i.e. SEK 5.96 per share, in accordance with the guarantee agreements. The terms were negotiated on an arm's length distance with guarantors and with the assistance of financial advisors, why the Company considers them to be in line with market conditions. The Company will announce the Directed Issue separately as soon as it has been resolved.
Number of shares and share capital
Through the exercise of TO 4, the number of shares in the Company will increase by 1,556,419 shares, and the Company's share capital will increase by 155,641.90 SEK. Shareholders who have not exercised any TO 4 will experience a dilution effect of approximately 23.2 percent to the number of votes and capital in the Company.
From the TO 4 exercise and the Directed Issue combined, a total of new 1,686,862 shares will be issued and the Company’s share capital will increase by 168,686.20 SEK. Once the newly issued shares from TO 4 and the Directed Share Issue to guarantors are registered with the Swedish Companies Registration Office, the total number of shares in Prostatype will amount to 6,835,213 shares, and the share capital will amount to 683,521.30 SEK.
Advisors
In connection with the TO 4 exercise, Prostatype engaged Gemstone Capital ApS as financial advisor, Advokatfirman Lindahl KB as legal advisor and Nordic Issuing AB as issuing agent.
For more information about the Company, please contact:
Fredrik Rickman, VD
Tel: +46 (0)73-049 77 01
E-mail: fredrik.rickman@prostatypegenomics.com
Certified Advisors
Carnegie Investment Bank AB (publ), +46 73 856 42 65, certifiedadviser@carnegie.se
About Prostatype
Prostatype® is a genetic test that is available to patients and treating urologists as a complementary decision support tool to answer the question of radical treatment or no radical treatment of prostate cancer. The test was developed by a leading research group at Karolinska Institutet and is provided by Prostatype Genomics AB.
Important Information
This press release does not constitute an offer to acquire, subscribe for, or otherwise trade in shares, warrants, unit rights, BTUs, or other securities in Prostatype Genomics AB. Investors should not subscribe for or acquire any securities other than on the basis of the information in the prospectus published prior to the commencement of the subscription period in the Rights Issue. No action has been or will be taken to allow a public offering in any jurisdictions other than Sweden.
This press release may not be released, published, or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, the United Kingdom, South Africa, South Korea, Russia, Belarus, or any other jurisdiction where the distribution of this press release would be unlawful. This press release does not constitute an offer to sell new shares, warrants, subscription rights, BTUs, or other securities to any person in a jurisdiction where such an offer would be unlawful or would require prospectuses, additional registration, or other measures beyond those required by Swedish law. The prospectus and other documents related to the Rights Issue may not be distributed in or into any country where such distribution or the Rights Issue requires actions as mentioned above or where it would conflict with the regulations of such country. Any actions in violation of these instructions may constitute a breach of applicable securities laws.
No shares, warrants, unit rights, BTUs, or other securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, subscribed for, exercised, pledged, sold, resold, allotted, delivered, or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction of the United States.
This press release may contain certain forward-looking statements reflecting the Company's current views on future events as well as financial and operational developments. Words such as "intends," "assesses," "expects," "may," "plans," "believes," "estimates," and other expressions indicating or predicting future developments or trends and that are not based on historical facts constitute forward-looking statements. Forward-looking statements are, by nature, associated with both known and unknown risks and uncertainties, as they depend on future events and circumstances. Forward-looking statements do not constitute a guarantee of future results or developments, and actual outcomes may differ materially from what is expressed in the forward-looking statements. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revisions of any forward-looking statements to reflect events that occur or circumstances that arise with regard to the content of this press release, unless required by law or the Nasdaq First North Growth Market's regulations.