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PEPTONIC medical AB (“Peptonic” or the “Company”) has completed the rights issue of units, consisting of shares and warrants of series TO5, which the board of directors resolved on April 16, 2024, and was approved at the annual general meeting on May 21, 2024 (the “Rights Issue”). The outcome shows that 550,105,303 units were subscribed for through use of unit rights, corresponding to approximately 35.8 per cent of the Rights Issue. In addition, the Company has received subscription applications for 20,974,474 units, corresponding to approximately 1.4 per cent of the Rights Issue, for subscription without use of unit rights. In total, 571,079,777 units were subscribed for with unit rights and through subscription applications, corresponding to approximately 37.2 per cent of the Rights Issue. This means that underwriting commitments of 482,920,265 units, corresponding to approximately 31.5 per cent of the Rights Issue, will be utilised. In total, 1,054,000,042 units, corresponding to 68.7 per cent of the Rights Issue, were subscribed for. Furthermore, the Company has completed the directed issue of units, consisting of shares and warrants of series TO5, which the board of directors resolved on 19 May 2024 based on the authorisation from the annual general meeting on 24 May 2023 (the “Directed Issue”). The Directed Issue was carried out on the same terms as the Rights Issue. The outcome shows that 269,622 units have been subscribed for in the Directed Issue, corresponding to approximately 7.6 per cent of the Directed Issue. Through the Rights Issue and the Directed Issue, the Company will receive approximately SEK 42.2 million before issue costs. Upon full exercise of all warrants of series TO5, the Company may receive an addition amount of approximately SEK 27.4 million.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on June 12, 2024. The final outcome shows that 550,105,303 units have been subscribed for through use of unit rights, corresponding to approximately 35.8 per cent of the Rights Issue. Furthermore, 20,974,474 units are subscribed for without use of unit rights, corresponding to approximately 1.4 per cent of the Rights Issue. Thus, 571,079,777 units were subscribed for with and without unit rights, corresponding to approximately 37.2 per cent of the Rights Issue. Underwriting commitments of 482,920,265 units will be utilised by the Company, corresponding to approximately 31.5 per cent of the Rights Issue. Each unit consists of four (4) newly issued shares and two (2) warrants of series TO5. In total, 1,054,000,042 units were subscribed for, corresponding to 4,216,000,168 newly issued shares and 2,108,000,084 warrants of series TO5.
Through the Rights Issue, the Company will receive approximately SEK 42.2 million before issue costs. Upon full exercise of all warrants of series TO5, the Company may be provided with an additional capital injection of up to approximately SEK 27.4 million.
Outcome in the Directed Issue
All holders of interim shares were offered to participate in the Directed Issue with deviation from the existing shareholders’ preferential rights. The reasons for deviating from shareholders’ preferential rights are that the Company’s board of directors believes, upon a comprehensive assessment and careful consideration of available solutions, that the Directed Issue is an effective way to give participants in the series TO4 warrant program an opportunity to subscribe for shares and warrants of series TO5 under the same terms as the Rights Issue.
The subscription period in the Directed Issue ended on 12 June 2024. The final outcome shows that 269,622 units have been subscribed for in the Directed Issue, corresponding to approximately 7.6 per cent of the Directed Issue. Each unit in the Directed Issue consists of four (4) newly issued shares and two (2) warrants of series TO5. Thus, 1,078,488 newly issued shares and 539,244 warrants of series TO5 were subscribed for through the Directed Issue.
Through the Directed Issue, the Company will receive approximately SEK 10.7 thousand before issue costs. Upon full exercise of all warrants of series TO5, the Company may receive an additional capital injection of up to approximately SEK 7.0 thousand.
Anna Linton, CEO of Peptonic
I would like to extend my heartfelt thanks to our existing and new shareholders. The capital raised from the share issue provides Peptonic with the resources to continue growing, particularly in the USA and Europe, and to drive sales growth both through partnerships with international partners and our own operations. I am confident in Peptonic’s potential and look forward to an exciting future for the company.
Allocation of units subscribed for without the support of unit rights
Allocation of units subscribed for without the support of unit rights has taken place in accordance with what is stated in the prospectus that the Company published on May 24, 2024, due to the Rights Issue (the “Prospectus”). Notification of such allocation is announced separately through settlement notes. Nominee-registered shareholders receive notification of allotment in accordance with instructions from the respective nominee.
Shares and share capital
As stated in the prospectus published by the Company in connection with the Rights Issue, the annual general meeting on May 21, 2024, as part of the Rights Issue, resolved to carry out a reduction of the share capital without withdrawal of shares for allocation to non-restricted equity, meaning that the quota value of the share was reduced from SEK 0,025 to SEK 0,007. Through the Rights Issue and the Directed Issue, the number of shares in the Company increase by 4,217,078,656 shares, from 1,538,384,416 shares to 5,755,463,072 shares and the share capital increase by SEK 29,519,550.592, from SEK 10,768,690.912 to SEK 40,288,241.504 (considering a quota value of SEK 0.007).
If all warrants of series TO5 are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 2,108,539,328 shares, from 5,755,463,072 shares to 7,864,002,400 shares, and the share capital will increase with an additional SEK 14,759,775.296, from SEK 40,288,241.504 to SEK 55,048,016.800 (considering a quota value of SEK 0.007)
Warrants of series TO5
Each warrant of series TO5 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for the subscription of shares through the exercise of warrants of series TO5 amounts to SEK 0.013. Subscription of new shares through warrants of series TO5 shall be carried out according to the terms of the warrants during the period from and including November 6, 2024, up to and including November 20, 2024. Trading with the warrants of series TO5 is expected to take place in conjunction with conversion of BTU into shares and warrants.
Paid subscribed units (“BTU”)
Trading with BTU (Paid Subscribed Unit) takes place on Spotlight Stock Market until the conversion of BTU into shares and warrants after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 27, 2024.
Compensation to underwriters
In connection with the Rights Issue, external investors and Mangold Fondkommission have entered underwriting commitments. For bottom underwriting commitments made, an underwriting compensation of fifteen (15) per cent of the underwritten amount is paid in cash or alternatively twenty (20) per cent of the underwritten amount in the form of units. For top underwriting commitments made, an underwriting compensation of ten (10) per cent of the underwritten amount is paid in cash or alternatively fifteen (15) per cent of the underwritten amount in the form of units. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than June 19, 2024. The subscription price for any units issued as underwriting compensation has been set at SEK 0.04 per unit, corresponding to SEK 0.01 per share, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 158,893,409 units may be issued as underwriting compensation to the underwriters.
Advisers
Mangold Fondkommission AB is financial adviser and Eversheds Sutherland Advokatbyrå AB is legal adviser to Peptonic in connection with the Rights Issue.
This disclosure contains information that PEPTONIC medical AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on June 14th, 2024 10:15 CEST.
For more information contact:
Anna Linton, CEO Peptonic Medical AB
Email: anna.linton@peptonicmedical.se
Phone: +46 70-244 92 07
About Peptonic medical AB
Peptonic medical AB (publ) is an innovative Swedish biomedical company engaged in the development and sales of clinically proven self-care treatments and self-diagnostic rapid tests in intimate women’s health. The portfolio is sold under the brands VagiVital and Vernivia.
The company continuously aims to broaden its product portfolio through acquisitions and the development of innovative and competitive products in-house. The company’s mousse-based drug delivery technology, Venerol, and the gel base in VagiVital create favorable conditions for expanding the portfolio. Central to the growth strategy is the geographic expansion of VagiVital and Vernivia through local partners.
The company is headquartered in Stockholm, Sweden, and has subsidiaries Common Sense Marketing Inc in the USA and Peptonic Medical Ltd in Israel. Peptonic Medical was founded in 2009, and the company’s shares have been listed on the Spotlight Stock Market since 2014.
Further information regarding the company is available at www.peptonicmedical.se/en/.
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 Peptonic in any jurisdiction, neither from Peptonic nor anyone else.
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 Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States 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.
Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.
This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
