The board of directors of Cyxone have decided to carry out a directed issue of units of approximately SEK 19 million and an issue of warrants to current shareholders
STOCKHOLM, Nov. 11, 2020 /PRNewswire/ -- 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.
Cyxone AB (publ) ("Cyxone" or the "Company") have carried out a directed issue of 4,075,000 units, where each unit consists of one (1) share and one (1) warrant of series TO4, to selected investors ("the Directed Issue"). The subscription price in the Directed Issue was SEK 4.70 per unit. The warrants will be issued free of charge. The Company has also decided to issue warrants, free of charge, of series TO4 to the Company's current shareholders. Cyxone will receive approximately SEK 19 million from the Directed Issue before deduction of transaction costs.
The Directed Issue
The board of directors of Cyxone has, based on the authorization given by the annual general meeting on June 4, 2020, and after the completion of the accelerated book-building procedure, resolved on and carried out a Directed Issue of 4,075,000 units, where each unit consists of one (1) share and one (1) warrant of series TO4. The subscription price in the Directed Issue was set to SEK 4.70 per unit. The warrants are issued free of charge.
The board of directors have determined, with reason of the accelerated book-building procedure conducted by Mangold Fondkommission AB, that the Directed Issue has been carried out 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 widen the shareholder base. The Company intends to use the proceeds from the Directed Issue to conduct and complete the Company's planned phase II study of Rabeximod in patients with Covid-19. Furthermore, according to the board of directors, the Directed Issue can provide Cyxone with necessary capital to enable research and development of an easier mode of administration for T20K.
The Directed Issue entails an initial dilution of 7.02 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 4,075,000 from 53,988,400 to 58,063,400. The share capital will increase by SEK 307,547.34, from SEK 4,074,598.49 to SEK 4,382,145.83.
"Based on the significant interest in Cyxone from investors during the capital raising process, we have been able to further strengthen the company's financial position in a time- and cost-effective manner prior to the continued development of our pharmaceutical projects. The issue of free warrants to our existing shareholders is an important component of the financing solution as it provides an opportunity to partly compensate the dilution effect that the directed issue entails", says CEO Tara Heitner.
The terms for the warrants of series TO4 are described in further detail below.
Warrants to current shareholders in Cyxone
The board of directors of Cyxone has decided to issue warrants of series TO4 (same series as in the Directed Issue) to the Company, which on the record date will be given free of charge to the current shareholders of Cyxone. The warrants will, to some extent, compensate the current shareholders in the Company for the dilution in the Directed Issue.
The board of directors will decide upon the record date for the warrants of series TO4 within the coming days. Thereafter, the Company will announce the record date, together with the last day of trading including the right to receive warrants, as well as the first day of trading without the right to receive warrants. The current shareholders of Cyxone will receive one (1) warrant of series TO4 for every twenty-eight (28) shares held on the record date. A total of 1,928,157 warrants of series TO4 will be issued to the current shareholders of Cyxone.
The investors that have participated in the Directed Issue will not receive their shares before the record date and will therefore not have the right to receive any warrants that are issued to the current shareholders.
Terms and information regarding warrants of series TO4
A total of 6,003,157 warrants of series TO4 will be issued, of which 4,075,000 will be issued to investors in the Directed Issue, and 1,928,157 are issued to the current shareholders in the Company.
Each warrant of series TO4 will give the holder the right to subscribe for one (1) new share in Cyxone at a subscription price corresponding to 70 percent of the average volume-weighted share price on Nasdaq First North Growth Market during the period from April 29, 2021 to May 12, 2021 (the "Measurement period"). However, the subscription price shall not exceed SEK 7.05 per new share, and not be less than SEK 2.00 per share.
The exercise period for the subscription of new shares with warrants of series TO4 will be from May 17, 2021 up until May 28, 2021.
If all the warrants are exercised for the subscription of new shares, and under the condition that the share price during the Measurement period is approximately SEK 10.07, Cyxone can receive, at most, an additional SEK 42 million.
Upon full exercise of the warrants of series TO4, the dilution will amount to approximately 9.37 percent, in proportion to the number of shares after the registration of the Directed Issue.
Cyxone will apply for admission for 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 the current shareholders has been completed.
Advisers
Mangold Fondkommission AB is acting as sole bookrunner and financial adviser, and Fredersen Advokatbyrå AB is legal adviser in connection with the Directed Issue.
Disclaimer
This is a translation of the original Swedish version of the press release. In case of any discrepancy between this translation and the Swedish original, the latter shall prevail.
Contact
Tara Heitner, CEO
Tel: +46 70 781 88 08
Email: tara.heitner@cyxone.com
Adelgatan 21
211 22 Malmö, Sweden
This contains such information that Cyxone AB is required to make public under the EU's Market Abuse Regulation. The information was provided under the auspices of the above contact person for publication on 10 November 2020 at 23.15 CET.
Certified Adviser
Mangold Fondkommission AB
Telephone: +46 (0)8 503 015 50
E-mail: ca@mangold.se
About Cyxone
Cyxone AB (publ) (Nasdaq First North Growth Market: CYXO) develops disease modifying therapies for diseases such as rheumatoid arthritis and multiple sclerosis as well as treatments for virally induced acute respiratory disorders. Rabeximod is a Phase 2 candidate drug being evaluated for the management of rheumatoid arthritis and moderate COVID-19 infections. T20K is a Phase 1 candidate drug for treatment of multiple sclerosis. Certified Adviser is Mangold Fondkommission AB, +46 (0)8 503 015 50, ca@mangold.se. For more information, please visit www.cyxone.com
Important information
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 CYxone in any jurisdiction, neither from Cyxone 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 Cyxone. 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 Cyxone in connection with the Directed Issue and no one else and will not be responsible to anyone other than Cyxone 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. Cyxone 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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