ExpreS2ion: Final terms set on rights issue of SEK 53 million

ExpreS2ion Biotech has today published the final terms for its previously announced fully pre-emptive rights issue with gross proceeds of approximately SEK 53 million before transaction costs.

The subscription price has been set at SEK 1.60 per unit, corresponding to a TERP (Theoretical Ex-Rights Price) discount of approximately 20% based on the VWAP between 24 March and 6 April 2026.

Shareholders on the record date of 14 April 2026 will receive 47 unit rights per share held, with 5 unit rights required to subscribe for 1 unit.

Each unit consists of one new share and one warrant of series TO13, with the warrant issued free of charge

As an illustration, a shareholder holding 1,000 shares will receive 47.000-unit rights, entitling them to subscribe for 9,400 new units at a total investment of SEK 15,040 (9,400 × SEK 1.60). A shareholder who does not participate will be diluted by approximately 90.4% upon full subscription of the rights issue.

The issue is covered to approximately 60% through subscription commitments (~1.3%) from board members and management including CEO Bent U. Frandsen, and guarantee commitments (~58.6%) from external investors. .

The TO13 warrants entitle holders to subscribe for one new share each during 7–21 September 2026 at 70% of the VWAP between 20 August and 2 September 2026, subject to a floor at the quota value of SEK 1.60. Should the warrant exercise price land between SEK 1.60 and SEK 3.00, the company would receive an additional SEK 53–100 million before issue costs, providing meaningful potential upside to the total capital raise.

If the rights issue is fully subscribed and all TO13 warrants are subsequently exercised, total dilution reaches approximately 94.9%.

Guarantee compensation is set at 14% of the guaranteed amount, payable either in cash (~SEK 4 million) or in newly issued units on the same terms as the rights issue.

Transaction costs in total are expected to amount to approximately SEK 9 million. Board members and management are subject to a 90-day lock-up following announcement of the outcome

If fully subscribed, net proceeds are intended to be allocated in the following order of priority: approximately 55% to advance ES2B-C001 through completion of Phase I (Ia and Ib), covering safety, maximum tolerated dose readout, immunogenicity data and early efficacy signals, as well as supporting partnering and out-licensing discussions. Around 20% is earmarked for strengthening shared R&D and manufacturing capabilities, including CMC-compatibility and platform investments. A further 20% is directed toward growing the CRO business and increasing service revenues and margins. The remaining approximately 5% will co-finance externally funded grant projects.

The proceeds should primarily be viewed as a bridge to Phase I completion. The most recent clinical update, announced on 25 March 2026, showed that eight out of nine evaluable patients demonstrated a drug-specific immune response following treatment with ES2B-C001, with responses remaining elevated at later follow-up visits. The independent DSMB reviewed safety and immunogenicity data and recommended continuation of the study without modification. ExpreS2ion remains on track to complete the dose-escalation part of the study around mid-2026 and the expansion cohort toward end-2026.

Investors should be aware of the following key dates:

Disclaimer: HC Andersen Capital receives payment from ExpreS2ion Biotechnologies for a Digital IR/Corporate Visibility subscription agreement. /Michael Friis, 10:58, 07/04-2026