Spago Nanomedical carries out a capital increase of 61.8 M SEK

Four (4) shares of Spago Nanomedical give the right to subscribe for five (5) new shares as part of the Capital Increase at a subscription price of SEK1.20 per share. The capital increase is approximately 93.8% secured by subscription commitments and guarantee commitments.

The Council of Spago Nanomedical has decided to issue rights to accelerate development and initiate clinical studies in cancer patients with the Company’s Tumorad (177Lu-SN201) radionuclide treatment. The decision was made on top of a significantly strengthened data set for Tumorad following the progress of the project, as well as positive data from the clinical study with the company’s other project, SpagoPix, which supports the treatment principle. center of Tumorad.

The preclinical regulatory studies necessary to initiate the clinical development of Tumorad have been completed. The Company recently showed that the drug candidate 177Lu-SN201 significantly inhibits tumor growth and prolongs survival in a preclinical model of colorectal cancer. Interim data from the phase I study with the SpagoPix diagnostic project (SN132D) also show that the Company’s functional nanomaterials accumulate in tumors, which is an important step towards validation of the technological platform in patients. ‘man. In the Tumorad pharmaceutical project, the technology platform is used to precisely treat several types of aggressive and widespread cancers.

The capital increase aims to finance the start of the phase I/IIa clinical study with 177Lu-SN201, the launch of which is planned for 2022. The Company’s cash flow is estimated to be secured by the capital increase until at the beginning of 2024.

“We see great potential shareholder value in advancing and accelerating the development of Tumorad, given a unique treatment principle, significant market potential and strong interest in radionuclide therapy among pharmaceutical companies and investors. This fundraising gives us the conditions to fully focus on the continued development of Tumorad,” said Mats HansenCEO of Spago Nanomedical.

Summary of the capital increase

  • Under the rights issue, a maximum of 51,477,858 shares may be issued, which will provide Spago Nanomedical with up to 61.8 million Swedish crowns before issue costs estimated at 7.9 million Swedish crownswhose guarantee remuneration amounts to 4.3 million Swedish crowns.
  • The subscription price per share amounts to SEK1.20.
  • The record date for receiving the subscription rights in the Capital Increase is June 9, 2022.
  • Shareholders of the Company receive one (1) subscription right for each share held on the record date. Four (4) subscription rights give the right to subscribe to five (5) new shares.
  • The subscription period runs from June 13, 2022 at June 28, 2022. The Board has the right to extend the subscription period.
  • The subscription of shares with maintenance of the subscription right will be made by simultaneous payment in cash. Subscription to shares without maintenance of the subscription right is made on a separate subscription list and the allocated shares are paid up in cash no later than three working days after the allocation notice has been sent to the subscriber. The Board has the right to extend the payment deadline.
  • Shares subscribed without the support of the subscription right are allocated first to persons who have also subscribed to shares with subscription rights, secondly to other investors who have subscribed for shares without the support of the subscription right and thirdly to guarantors.

Subscription commitments and guarantee commitments

The Capital Increase is guaranteed by at least 93.8% of the subscription commitments and guarantee commitments, of which the subscription commitments correspond to approximately 30.8% of the Capital Increase, the guarantee commitments to approximately 49 .2% of the Capital Increase and the main guarantee commitments at at least approximately 13.8%. percent of the rights issue, calculated from approximately 80.0% to approximately 93.8% of the rights issue. The Company will seek additional senior collateral commitments prior to the rights issue being completed with the ambition of securing the rights issue up to 100%.

Subscription commitments have been received by the main shareholders of the Company, such as Peter LindelMikael Lonn, Eva Redhe, Tiel Ridderstad and Paul Anderlind, who have undertaken to subscribe their share in the Capital Increase. In addition, Eugene SteinerPresident of the council, Mats HansenCEO, Hanna Olssonfinancial director and Nicklas Westerholm, member of the Board, have signed subscription commitments. No compensation is paid for subscription commitments.

Collateral commitments for a total of 80% of the rights issue were provided by external investors. For guarantee commitments, a guarantee remuneration of ten (10) percent of the amount subscribed is paid in cash, alternately with fourteen (14) percent of the amount subscribed in new shares of the Company. Guarantee commitments that exceed 80% of the amount of the rights issue (the main guarantee commitments) have been made, among others, by the main shareholders Peter LindelMikael Lönn, Eva Redhe and Tiel Ridderstad, board member Kari Grønås as well as a number of external investors. For the main guarantee organizations, a guarantee remuneration of fifteen (15) percent of the amount subscribed is paid in cash, alternately with fifteen (15) percent of the amount subscribed in new shares of the Company. The Council of Spago Nanomedical may, with the support of the authorization received at the General Meeting of May 18, 2022, decide on a reserved capital increase in order to allow the payment of the remuneration of the guarantee in new shares of the Company. The subscription price of such a directed issue will correspond to the subscription price of the Capital Increase, i.e. SEK1.20 per share.

The subscription commitments and the guarantee commitments are not guaranteed by a bank guarantee, blocked funds, pledges or similar arrangements.

Further information regarding the parties having subscribed to guarantee commitments will be available in the prospectus which will be published before the start of the subscription period.

The issue costs for the capital increase amount to approximately 7.9 million Swedish crownsof which up to approximately 4.3 million Swedish crowns constitutes remuneration for guarantee commitments if all current subscribers choose payment in cash.

Actions and Dilution

As part of the Capital Increase, the number of shares and the share capital Spago Nanomedical will, if fully subscribed, be increased by a maximum of 51,477,858 new shares and SEK 51,477,858respectively, thus amount to a total of 92,660,145 shares and SEK 92,660,145 after the rights issue. For existing shareholders who do not participate in the Capital Increase, a dilution effect occurs corresponding to a maximum of 55.6% of the total number of shares and voting rights of the Company after the Capital Increase . Shareholders who choose not to participate in the capital increase have the option of offsetting the financial dilution effect by selling their subscription rights.

If all subscribers, up to 63.0% of the rights issue, which is the lowest proportion covered by guarantee commitments today (of which 49.2% constitute guarantee commitments and 13.8 % constitute superior guarantee commitments), choose to receive only newly issued shares as guarantee remuneration, a maximum of 4,611,217 new shares can be issued under the directed issue corresponding to a dilution of approximately 4 .7% based on the number of shares of the Company after completion of the Capital Increase (based on full subscription to the Capital Increase). If additional higher guarantee commitments were to be made, so that the capital increase is fully covered by guarantee commitments, and all subscribers choose to receive only newly issued shares as remuneration for the guarantee, a maximum of 5,086,802 new shares could be issued under the managed issue corresponding to a dilution of approximately 5.2% based on the number of shares of the Company after the completion of the Rights Issue (based on full subscription to the Rights Issue).

Preliminary schedule of the Capital Increase

June 7, 2022 Last trading day of the share giving right to the subscription right

June 8, 2022 First day of listing of the share excluding enjoyment of the subscription right

June 9, 2022 Record date for the right to receive subscription rights

June 13 – December 22, 2022 Negotiation of subscription rights

June 13 – 28, 2022 Subscription period

July 1, 2022 Estimated date of publication of the result in the review of rights
Publish

The complete terms and conditions of the Capital Increase and other information about the Company will be available in the prospectus published before the start of the subscription period and which will be available on the respective websites of the Company and Erik Penser Bank (www.spagonanomedical.se and www .penser.se).

Advisors
Bank Erik Thinking is financial advisor and Cederquist is legal advisor to Spago Nanomedical as part of the capital increase.

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