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Peptonic medical AB (publ) (“Peptonic” or the “Company”) announces that the board today, subject to approval of the general meeting, has decided to carry out an issue of units consisting of shares and warrants with preferential rights for existing shareholders of approximately SEK 61.4 million (the “Rights Issue”). The Rights Issue is subject to approximately 70 percent of subscription commitments and underwriting commitments. The Rights Issue presupposes a reduction of the share capital and changes to the articles of association, which are also proposed to be resolved at the general meeting. The general meeting is intended to be held on May 21, 2024, and the notice will be published in a separate press release.
Summary
- In case of full subscription in the Rights Issue, Peptonic will receive approximately SEK 61.4 million before issue costs.
- The Rights Issue is covered to approximately 17 percent of subscription commitments, approximately 49 percent of bottom underwriting commitments, and approximately 5 percent of top underwriting commitments. The Rights Issue is thus covered to approximately 70 percent of subscription commitments and underwriting commitments.
- Anyone who is registered as a shareholder in Peptonic in the shareholder registry on the record date May 24, 2024, receives one (1) unit right for each share owned in the Company. One (1) unit right give the holder the right to subscribe for one (1) unit. One (1) unit consists of four (4) shares and two (2) warrants of series TO5. The subscription price per unit amounts to 0.04 SEK, corresponding to 0.01 SEK per share. The warrants are issued free of charge.
- The subscription period for the Rights Issue will run from and including May 28, 2024, to and including June 12, 2024.
- In the event that all warrants of series TO5 are exercised, the Company will receive an additional maximum of approximately SEK 39.9 million, given full subscription in the Rights Issue, before issue costs.
- The Rights Issue is conditional upon approval at the general meeting. Furthermore, the Rights Issue is conditional upon the general meeting deciding on a reduction of the share capital and approving an amendment to the articles of association.
Background and motive in summary
Peptonic’s board and management made a strategic decision in 2023 to merge with Pharmiva. The purpose of the merger was to expand the product portfolio with clinically proven self-care products that enable women to independently diagnose, treat, and prevent intimate medical conditions. The expanded portfolio also strengthens the company’s position in business negotiations with suppliers and international partners. Peptonic continuously strives to expand its product portfolio through both internal development of innovative and competitive products as well as through acquisitions. Geographic expansion is a central part of Peptonic’s growth strategy, achieved through close collaboration with international partners. The board and management identify USA as a key market and view accelerated growth for the company in USA as crucial.
Peptonic’s board and management have carefully evaluated the need for new capital for international growth, especially in the markets of USA and Europe. Furthermore, additional capital is required to continuously expand the portfolio with innovative, clinically proven, and high-quality products. Through the Rights Issue, the Company intends to support the international growth journey, continue to develop the innovative product portfolio, and reduce the debt burden through the amortization of interest-bearing loans.
Upon subscription in the Rights Issue, the Company will receive net proceeds of approximately SEK 50.8 million after deduction of issue costs of approximately SEK 10.6 million, of which the underwriting compensation amounts to approximately SEK 4.8 million. Upon full subscription in the Rights Issue, the net proceeds from the Rights Issue are intended to be allocated to the following purposes:
• Expansion in USA, including development of US VagiVital brand platform, brand strategies and marketing activities
• Quality work (MDR and IVDR certification) & Patents
• Product development (continuously strengthen the offering for partners and consumers)
• • Repayment of loans
Other operational costs
In the event that all warrants of series TO5 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional net proceeds of up to approximately SEK 39.9 million before deduction of issue costs of a maximum of approximately 2.4 MSEK.
If the warrants of series TO5 are fully subscribed, the net proceeds from the warrants are allocated to the following areas of use:
- Expansion in USA, including development of US VagiVital brand platform, brand strategies and marketing activities
- Product development (continuously strengthen the offering for partners and consumers)
- Other operational costs
Terms for the Rights Issue
Peptonic’s board has, subject to approval of the general meeting, decided on the Rights Issue, in accordance with the following main terms:
- For every (1) share owned as of the record date on May 24, 2024, the holder receives one (1) unit right. One (1) unit right give the right to subscribe for one (1) unit. One (1) unit consists of four (4) shares and two (2) warrants of series TO5. The subscription price per unit amounts to SEK 0.04, corresponding to SEK 0.01 per share. The warrants are issued free of charge.
- The Rights Issue involves an issue of a maximum of 1,534,845,596 units, corresponding to 6,139,382,384 shares and 3,069,691,192 warrants of series TO5.
- In the event of full subscription in the Rights Issue, the Company receives issue proceeds of approximately SEK 61.4 million, before issue costs.
- The subscription period for the Rights Issue will run from and including May 28, 2024, to and including June 12, 2024.
Terms for the warrants of series TO5
- Each warrant of series TO5 gives the right 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.
- The warrants can be used to subscribe for new shares during the period from and including November 6, 2024 to and including November 20, 2024.
- In the event of full subscription in the Rights Issue and the exercise of all warrants of series TO5 within the framework of offered units, the Company may receive an additional maximum of approximately SEK 39.9 million.
- The warrants are intended to be admitted to trading after final registration with the Swedish Companies Registration Office.
Number of shares, share capital, and reduction of the share capital and the quota value of the share
As part of the proposed Rights Issue, the board of directors will propose that the general meeting resolves to reduce the Company’s share capital without cancellation of shares for allocation to non-restricted equity.
The Company’s share capital is proposed to be reduced for allocation to non-restricted equity and without cancellation of own shares by approximately SEK 27,627,220.735, from approximately SEK 38,371,139.907 to approximately SEK 10,743,919.172, in order for the quota value of the shares to amount to SEK 0.007.
Through the Rights Issue, the share capital may increase by a minimum of approximately SEK 27,934,189.836 and by a maximum of approximately SEK 42,975,676.688, with a quota value of SEK 0.007, from approximately SEK 10,743,919.172 to a minimum of approximately SEK 38,678,109.008 and to a maximum of approximately SEK 53,719,595.860. The number of shares may increase by a maximum of 6,139,382,384 from 1,534,845,596 shares to a maximum of 7,674,227,980 shares.
Upon full subscription in the Rights Issue and upon full exercise of the warrants of series TO5, the number of shares will amount to 10,743,919,172. The total amount by which the share capital will increase, and what the total share capital will amount to, depends on whether – and to what extent – the above-mentioned reduction of the share capital has been implemented.
Shareholders in the Company who do not subscribe for units in the Rights Issue will experience a dilution of their shareholding. A fully subscribed Rights Issue entails a dilution corresponding to approximately 80.0 percent and, upon full exercise of warrants of series TO5, an additional approximately 28.6 percent.
Subscription commitments and underwriting commitments
The Rights Issue is covered to approximately 17 percent by subscription commitments, approximately 49 percent of bottom underwriting commitments and approximately 5 percent of top underwriting commitments. The Rights Issue is thus covered to approximately 70 percent of subscription commitments and underwriting commitments.
The bottom underwriting commitments may only be called upon in case the Rights Issue is not subscribed to more than approximately 65 percent by shareholders or others without preferential right. The top underwriting commitments may only be called upon in case the Rights Issue is not subscribed to more than approximately 70 percent by shareholders or others without preferential right. Entered subscription commitments and underwriting commitments are not secured via bank guarantee, pledging or similar arrangements. Subscription commitments have been submitted by existing shareholders, as well as members of the board of the Company. The underwriting commitments have been provided by existing shareholders and external investors including Jinderman & Partners (www.jinderman.se) JEQ Capital (www.jeqcapital.se).
Underwriting compensation for bottom underwriting commitments is paid as either fifteen (15) percent of the underwritten amount in cash compensation or twenty (20) percent of the underwritten amount in the form of units. Underwriting compensation for top underwriting commitments is paid as either ten (10) percent of the underwritten amount in cash compensation or fifteen (15) percent of the underwritten amount in the form of units. The respective party that has provided an underwriting has the right to choose whether the underwriting compensation shall be paid in cash or in the form of units at a settlement price that corresponds to the subscription price in the Rights Issue. No compensation is paid for the entered subscription commitments.
If the subscription commitments are not fulfilled by at least fifty percent within one week from the last day of the subscription period and provided that the respective underwriter itself has fulfilled its subscription commitment (as applicable), each underwriter is not bound to fulfil its commitments under the underwriting commitment. In such case, fifty percent of the guaranteed compensation shall be paid to the guarantor.
EU growth prospectus
An EU growth prospectus will be made available before the start of the subscription period on the Company’s website, www.peptonicmedical.se.
Indicative timetable for the Rights Issue
| May 22, 2024 | Last trading day in Peptonic’s shares including the right to receive unit rights |
| May 23, 2024 | First trading day in Peptonic’s shares excluding the right to receive unit rights |
| May 24, 2024 | Record date for obtaining unit rights. Shareholders who are registered in the share register kept by Euroclear Sweden AB on this day receive unit rights for participation in the Rights Issue |
| May 24, 2024 | Estimated date for publication of the EU growth prospectus |
| May 28, 2024 – June 12, 2024 | Subscription period for the Rights Issue |
| May 28, 2024 – June 7, 2024 | Trading in unit rights (UR) on Spotlight Stock Market |
| May 28, 2024 – week 27, 2024 | Trading in paid subscribed units (BTU) on Spotlight Stock Market |
| June 14, 2024 | Preliminary date for publication of the outcome in the Rights Issue |
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.
This disclosure contains information that Peptonic 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 April 16, 2024 23.45 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.
Peptonic Medical is a cutting-edge Swedish biomedical company, dedicated in the development and distribution of clinically proven self-care treatments and rapid self-diagnostic tests in intimate women’s health. Under the esteemed brands Vagivital and Vernivia, the portfolio delivers tangible solutions. The company’s vision is to revolutionize intimate health by empowering women to diagnose, treat, and prevent intimate medical conditions independently and effectively.
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.
Further information regarding the company is available at www.peptonicmedical.se/en/.
The Company’s Certified Adviser is Mangold Fondkommission AB.
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.
