NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, JAPAN, NEW ZEALAND, RUSSIA, SOUTH AFRICA, SOUTH KOREA, CANADA, OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE FURTHER ACTIONS BEYOND THOSE REQUIRED BY SWEDISH LAW.
Peptonic medical AB (publ) (“Peptonic” or the “Company”) announces that the board today, with authorization from the annual general meeting on May 24, 2023, has decided to offer all holders of interim shares to participate in a directed issue of a total of 3,538,820 units, with each unit consisting of four (4) shares and two (2) warrants of series TO5, which corresponds to 14,155,280 shares and 7,077,640 series TO5 warrants (the “Directed Issue”). The Directed Issue is carried out under the same terms as the rights issue of units that the Board of Directors, subject to approval by the Annual General Meeting on May 21, 2024, decided on April 16, 2024 (the “Rights Issue”). Furthermore, the Directed Issue is conditional upon the approval of the Rights Issue at the Annual General Meeting on May 21, 2024. The subscription price per unit is SEK 0.04, corresponding to a price per share of SEK 0.01, since the warrants of series TO5 are issued free of charge. The subscription period for participation in the Directed Issue runs from May 28, 2024, to June 12, 2024. Through the Directed Issue, Peptonic can raise a maximum of MSEK 0.14 before transaction costs. Upon full exercise of the series TO5 warrants, the Company may raise an additional maximum of approximately MSEK 0.1 before transaction costs.
The Directed Issue
The Board of Directors of Peptonic has today, based on the authorization from the Annual General Meeting on May 24, 2023, decided to offer holders of interim shares a Directed Issue of 3,538,820 units, deviating from existing shareholders’ preferential rights. Each unit consists of 14,155,280 shares and 7,077,640 warrants of series TO5. One (1) interim share entitles the holder to subscribe for one (1) unit. Each unit consists of four (4) shares and two (2) warrants of series TO5. The subscription price per unit is SEK 0.04, equivalent to a price per share of SEK 0.01 as the warrants of series TO5 are issued free of charge. The subscription period for participation in the Directed Issue runs from May 28, 2024, to June 12, 2024. Holders of interim shares may notify their participation in the Directed Issue during the subscription period through their respective custodians.
Through the Directed Issue, the Company can raise approximately MSEK 0.14 before transaction costs, which are estimated to amount to approximately KSEK 10. The subscription price for shares upon exercise of the series TO5 warrants is SEK 0.013. Upon full exercise of the series TO5 warrants, the Company may raise an additional maximum of approximately MSEK 0.1 before transaction costs, which are estimated to amount to approximately KSEK 10. The Directed Issue is offered as compensation to participants in the series TO4 warrant program, who have not yet received shares and therefore will not receive unit rights for the shares subscribed with the support of warrants of series TO4. As a result, the Directed Issue will be carried out under the same terms as the upcoming Rights Issue. The Board of Directors has ensured the market-based nature of the subscription price in consultation with financial advisors, based on current market conditions, previously indicated price levels in discussions with potential investors, and the terms of the Rights Issue. In light of the above, the Board considers the subscription price to be market-based.
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 upcoming Rights Issue.
Given the above, the Board considers that the Directed Issue objectively benefits the shareholders compared to an alternative issuance structure or financing solution. The Board therefore believes that the reasons for deviating from shareholders’ preferential rights outweigh the reasons justifying the main rule that new share issues should be carried out with preferential rights for shareholders.
Number of shares, share capital and dilution
If all offered shares in the Directed Issue are issued, it will result in a total dilution effect of approximately 0.91 percent of the number of shares in the Company. Through the Directed Issue the number of shares may increase by a maximum of 14,155,280 from 1,534,845,596 shares to a maximum of 1,549,000,876 shares. The share capital may increase by a maximum of approximately SEK 99,086.960, from approximately SEK 10,743,919.172, to a maximum of approximately SEK 10,843,006.132.
Upon full subscription in the Directed Issue and upon full exercise of the warrants of series TO5 issued in the Directed Issue, the number of outstanding shares will increase by an additional 7,077,640 shares, from 1,549,000,876 shares to 1,556,078,516 shares. Furthermore, the share capital will increase by an additional SEK 49,543.480, from SEK 10,843,006.132 to SEK 10,892,549.612, resulting in an additional dilution effect of approximately 0.45 percent of the number of shares in the Company.
Notification Obligation
If shareholders in Peptonic increase their ownership in the Company in a manner that triggers a notification obligation according to the Swedish Foreign Direct Investment Act (2023:560), allocation in this part shall only occur once when the investment is expected to occur indicatively before the end of May 2024.
Advisers
Mangold Fondkommission AB is financial adviser to Peptonic in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is legal adviser to the Company in connection with the Rights Issue.
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 a cutting-edge Swedish biomedical company, dedicated in the development and distribution of clinically proven self-care treatments and self-diagnostic tests in intimate women’s health. The portfolio is sold under the brands Vagivital and Vernivia. The company’s vision is to revolutionize intimate health by empowering women to diagnose, treat, and prevent intimate medical conditions independently and effectively.
Central to the growth strategy is the geographical expansion of VagiVital and Verniva through local partners. Peptonic Medical also intends to continuously broaden the company’s 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.
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.
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.
Forward-Looking statements
This press release contains certain forward-looking information that reflects the Company’s current view of future events as well as financial and operational development. Words such as “intended”, “assessed”, “expected”, “may”, “plans”, “believes”, “estimates”, and other expressions that imply indications or predictions about future development or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is by its nature associated with both known and unknown risks and uncertainty factors because it depends on future events and circumstances. Forward-looking information does not constitute any guarantee regarding future results or development, and the actual outcome may materially differ from what is stated in the forward-looking information.
