Selskabsmeddelelse

Spago Nanomedical announces outcome of the rights issue

NOT INTENDED FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG-KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN SPAGO NANOMEDICAL AB IN ANY JURISDICTION.

On October 31, 2023, the Extraordinary General Meeting of Spago Nanomedical AB (publ) ("Spago Nanomedical" or the “Company") resolved on a new issue of units consisting of shares and warrants of series TO12 with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The subscription period ended on November 23, 2023 and the outcome shows that 77,932,651 units, corresponding to approximately 61.2 percent of the Rights Issue, were subscribed for with and without support from unit rights. Accordingly, guarantee commitments of 49,388,561 units will be utilized, corresponding to approximately 38.8 percent of the Rights Issue, of which approximately 37,1 percent is allocated to the participants in the top guarantee, consisting of the existing owners Peter Lindell, through Cidro Förvaltning, Mikael Lönn, Eva Redhe and board members Alan Raffensperger, Hans Arwidsson and Nicklas Westerholm. Through the Rights Issue, Spago Nanomedical will receive approximately SEK 30.6 million before deduction of issue costs.

"I am very happy for the confidence that existing and new owners have shown in the Company. With secured financing, we continue the further development of the radionuclide therapy Tumorad® and the candidate drug 177Lu-SN201, where we see good opportunities to create significant value for both patients and shareholders. Our first clinical study within the Tumorad program, the phase I/IIa study Tumorad-01, is initiated and we look forward to include the first patient shortly", says Mats Hansen, CEO of Spago Nanomedical

In the Rights Issue, 127,321,212 units were offered at a subscription price of SEK 0.24 per unit. 77,591,634 units, corresponding to approximately 60.9 percent of the Rights Issue, were subscribed for with support of unit rights. In addition, 341,017 units were subscribed for without support of unit rights, corresponding to approximately 0.3 percent of the Rights Issue. In total, the Rights Issue, with and without support from unit rights, was subscribed to approximately 61.2 percent. Accordingly, guarantee commitments for 49,388,561 units will be utilized, corresponding to approximately 38.8 percent of the Rights Issue. Spago Nanomedical will receive approximately SEK 30.6 million through the Rights Issue before deduction of issue costs.

Notification of allocation of units subscribed for without support from unit rights is estimated to be distributed to those who have been allocated units through a settlement on November 28, 2023. Shareholders who have their shares registered with a custodian will receive notification of allocation in accordance with the respective custodians' routines. Allocation of units subscribed for without unit rights have been carried out in accordance with the principles set out in the prospectus published on November 7, 2023.

Shares and share capital
Through the Rights Issue, the share capital will increase by SEK 12,732,121.20, from SEK 9,094,372.30 to SEK 21,826,493.50 through the issuance of 127,321,212 shares, resulting in the total number of shares increasing from 90,943,723 to 218,264,935, representing a dilution effect of approximately 58.3 percent of the share capital and number of shares.

Trading in BTU
Trading in paid subscribed units ("BTU") will take place on Nasdaq First North Growth Market until the Rights Issue is registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to take place during week 49, 2023.

Warrants
Participants in the Rights Issue have the right to subscribe for newly issued shares with support of the warrants of series TO12 during the period May 17 – 30, 2024. One (1) warrant of series TO12 entitles the holder to subscribe for one (1) new share in Spago Nanomedical, at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company's share during the period May 2 – 16, 2024, however not less than SEK 0.20 per share and not more than SEK 0.80 per share. Upon full exercise of all issued warrants of series TO12, the Company’s share capital will increase by an additional SEK 12,732,121.20 and the number of shares by 127,321,212. The warrants are subject to customary provisions on recalculations in accordance with the terms of the warrants.

Advisors
Redeye AB acts as financial advisor, and Advokatfirman Cederquist KB act as legal advisor to Spago Nanomedical in connection with the Rights Issue.

IMPORTANT INFORMATION

This announcement does not constitute and is not a part of an offer to sell securities. Copies of this announcement are not made and may not be distributed, published or sent to the United States, Australia, Hong-Kong, Japan, Canada, Switzerland, Singapore, South Africa or New Zealand or any other jurisdiction where distribution of this press release would be unlawful or require registration or other measures. This announcement is for information purposes only and does not constitute a prospectus or any other offer to sell or a solicitation to offer to acquire any securities in the United States or any other jurisdiction. Securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and consequently will not be offered or sold within the United States.

This announcement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and the Council (the “Prospectus Regulation”). This press release does not contain and does not constitute an invitation or an offer to acquire, sell, subscribe or otherwise trade in shares, warrants, unit rights or other securities of Spago Nanomedical in the United States or elsewhere. The invitation to affected persons to subscribe for units in Spago Nanomedical will only take place through the prospectus published by Spago Nanomedical which can be found on the Company's website, www.spagonanomedical.se. The prospectus contains, among other things, risk factors, certain financial information and information about the Company's management and Board of Directors. This press release has not been approved by any regulatory authority and does not constitute a prospectus. Investors should not subscribe or acquire securities referred to in this press release except on the basis of the information contained in the published prospectus.

Topics discussed in this announcement may constitute forward looking statements. Forward looking statements are statements that are not historical facts that can be identified by the use of words such as, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Forward looking statements in this press release are based on various assumptions, many of which in turn are based on further assumptions. Although Spago Nanomedical believes these assumptions were reasonable when made, these assumptions are inherently associated with known and unknown material risks, uncertainties, unforeseen events and other important factors that are difficult or impossible to predict and that are beyond its control. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materiality from the expectations expressed or implied in this announcement by such forward looking statements. Information, opinions and forward looking statements contained in this announcement speak only as at its date, and may be changed without notice.