Active Biotech announces rights issue
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Active Biotech announces rights issue of approximately SEK 75 million
The board of directors of Active Biotech AB (publ) (”Active Biotech” or the ”Company”) has resolved to propose a rights issue of approximately SEK 75 million, before transaction costs. The proceeds from the rights issue shall provide the Company with the financial stability needed to pursue the planned pre-clinical and clinical research activities related to its prioritized programs. The Company has entered, free of charge, subscription commitments and issue guarantees of approximately SEK 38.1 million. The board’s proposal will be submitted to an extraordinary general meeting to be held on 30 November 2020.
Background and reasons
Active Biotech is a biotechnology company that deploys its extensive knowledge base and portfolio of compounds to develop first-in-class immunomodulatory treatments for niche oncology and immunology indications with a high unmet medical need and significant commercial potential. Following a portfolio refocus, the business model of Active Biotech today entails advancing projects into clinical development and then seek partnerships for further advancement and funding of the projects. Active Biotech currently holds three projects in its portfolio: Naptumomab, a targeted anti-cancer immunotherapy, partnered to NeoTX Therapeutics, is in a Phase 1/2 clinical program in patients with advanced solid tumors. The small molecule immunomodulators, tasquinimod and laquinimod, both having a mode of actions that includes modulation of myeloid immune cell function, are targeted towards hematological malignancies and inflammatory eye disorders, respectively. Tasquinimod, is in clinical phase 1b/2a for treatment of multiple myeloma. Laquinimod is advancing to phase 2a for treatment of non-infectious uveitis during second half of 2021.
The rights issue that is now being proposed aims at providing Active Biotech with the financial stability needed to pursue the planned pre-clinical and clinical research-activities related to its prioritized programs, which is required to await the outcome of the ongoing clinical studies and to conduct negotiations with partners regarding the Company’s other development projects. The net-proceeds from the rights issue, which is projected to about approximately SEK 75 million at full subscription, before transaction costs, are intended to be used for advancing the project activities without any substantial changes to the size and focus of the organization. The Company’s existing liquidity and the proceeds from the rights issue, together with revenues from existing and anticipated partnership agreements, are expected to finance the operations in accordance with existing plans.
The rights issue
The board of directors of the Company has resolved to propose a rights issue of approximately SEK 75 million, before transaction costs. The right to subscribe for new shares shall vest in the Company’s shareholders with pre-emptive rights. Subscription can also be made without pre-emptive rights, as set forth in the complete issue resolution.
The record date for the right to participate in the rights issue shall be 4 January 2021. Subscription for new shares shall be made during the period 7 – 21 January 2021. The last day for trading in the Active Biotech share including the right to participate in the rights issue is 30 December 2020.
The board of directors shall, not later than 25 November 2020 present its proposal on (i) the highest amount that the company’s share capital may be increased by, (ii) the highest number of shares that may be issued and (iii) the subscription price for each new share.
MGA Holding AB, the Third and Fourth AP-Funds and Peter Thelin have undertaken to subscribe for their respective pre-emptive parts of the rights issue. In addition, the Fourth AP-Fund and Peter Thelin has entered issue guarantees of approximately SEK 13.7 million. Accordingly, the rights issue is covered by subscription commitments and issue guarantees of approximately SEK 38.1 million. The abovementioned parties have also undertaken to vote in favour of the rights issue at the extraordinary general meeting. In addition, members of the board of directors and management team that own shares in the Company have expressed their intention of subscribing for their respective pre-emptive parts in the rights issue.
The Board’s proposal on the rights issue will be submitted to an extraordinary general meeting to be held on 30 November 2020. Notice of the shareholders’ meeting will be announced through a separate press release today. A prospectus regarding the rights issue will be made public before the subscription period begins.
|30 November 2020||Extraordinary general meeting|
|30 December 2020||Last day for trading in the Active Biotech share including the right to participate in the rights issue.|
|4 January 2021||Record date for the right to participate in the rights issue.|
|7 – 21 January 2021||Subscription period.|
|7 – 19 January 2021||Trading in subscription rights.|
Advokatfirman Vinge is legal advisor to Active Biotech in connection with the rights issue.
For more information, please contact:
Helén Tuvesson, President and CEO
Tel. +46 46 19 21 56
Hans Kolam, CFO
Tel. +46 46 19 20 44
Active Biotech AB (publ) (NASDAQ Stockholm: ACTI) is a biotechnology company with focus on cancer and autoimmune/inflammatory diseases. Naptumomab, an immunotherapy licensed to NeoTX Therapeutics Ltd., is in clinical phase 1b/2 development for treatment of solid tumors, NCT03983954. Tasquinimod, an oral immunomodulator, is in clinical development for treatment of multiple myeloma, NCT04405167. Laquinimod, an immunomodulator, is evaluated as a potential treatment of the eye disorders uveitis and wet AMD. Please visit www.activebiotech.com for more information.
Active Biotech AB
(Corp. Reg. No. 556223-9227)
Box 724, SE-220 07 Lund, Sweden
Tel: +46 (0)46 19 20 00
This is information that Active Biotech AB is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 08.00 CET on 5 November 2020.
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 the Company in any jurisdiction.
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 unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada and Japan. 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, Japan 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 announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
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 Prospectus Regulation 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 (as amended) (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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 Active Biotech’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions that imply indications or predictions of future development or trends, constitute 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. The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.