Ascelia Pharma AB announced on July 10, 2024 its decision to perform a preferential rights issue, subject to the subsequent approval of the Extra General Meeting.
Preliminary timelines:
- 14 August 2024 – Extraordinary General Meeting to approve the Rights Issue
- 14 August 2024 – Last day of trading in shares including the right to receive unit rights
- 15 August 2024 – First day of trading in shares excluding the right to receive unit rights
- 16 August 2024 – Record date for participation in the Rights Issue
- 16 August 2024 – Publication of the Prospectus
- 20 August – 3 September 2024 – Trading in unit rights on Nasdaq Stockholm
- 20 August – 3 September 2024 – Subscription period
- 5 September – Announcement of the final outcome of the Rights Issue
- 20 August – 20 September 2024 – Trading in paid subscribed units (“BTU”)
Summary of terms of Ascelia Pharma 2024 Rights Issue as presented in our (Press Release with Final Terms of Rights Issue):
- Anyone who is registered as a shareholder in Ascelia Pharma on the record date, 16 August 2024, will receive one (1) unit right per one (1) existing ordinary share in Ascelia Pharma. Thirteen (13) unit rights entitle to subscription of eight (8) units. Each unit consists of three (3) ordinary shares and one (1) warrant series TO 1. One warrant series TO 1 entitles to subscription of one (1) ordinary share in the Company.
- The Rights Issue entails the issuance of a maximum of 20,773,992 units, corresponding to 62,321,976 ordinary shares and 20,773,992 warrants series TO 1.
- The subscription price in the Rights Issue has been set to SEK 5.07 per unit, corresponding to SEK 1.69 per share. The warrants series TO 1 are issued free of charge.
- One (1) warrant series TO 1 entitles the right to subscribe for one (1) new ordinary share in the Company to a subscription price corresponding to seventy (70) per cent of the volume-weighted average price of the Company’s share on Nasdaq Stockholm during the period from and including 14 March 2025 up to and including 28 March 2025, however not less than SEK 1.00 and not more than SEK 3.38. Subscription of ordinary shares by exercise of warrants shall be made during the period from and including 1 April 2025 up to and including 15 April 2025.
- Upon full subscription in the Rights Issue, Ascelia Pharma will initially receive approximately SEK 105 million before issue costs. In the event the warrants series TO 1 are exercised for subscription of new shares, the Company will receive additional proceeds of approximately SEK 21 million – SEK 70 million in April 2025 before issue costs.
- The subscription period in the Rights Issue will run from and including 20 August 2024 up to and including 3 September 2024.
- The Company intends to use the net proceeds from the Rights Issue to finalize the NDA for Orviglance® to the FDA and ensure that partnership agreements are entered into ahead of the market launch of Orviglance®. Part of the proceeds will also be used to repay part of the outstanding convertibles that Ascelia Pharma raised from Fenja Capital II A/S in February 2024, strengthen the Company’s working capital position and finance other administrative activities.
- The Rights Issue is subject to approval by the Extraordinary General Meeting on 14 August 2024.
- The Rights Issue is covered by subscription undertakings up to approximately 2 per cent and by guarantee commitments up to approximately 64 per cent, corresponding to a total of approximately 66 per cent of the Rights Issue.
An example of what this means to shareholders:
- With 1000 ordinary shares a shareholder receives 1000 unit rights.
- These 1000 unit rights entitle the shareholder to subscribe to 608 units (1000 divided by 13, rounded to lowest whole number, multiplied by 8)
- For these 608 units, a shareholder receives 1824 shares (multiplied by 3) and 608 warrants (multiplied by 1)
- The total subscription price for the 608 units in this example is 3082,6 SEK (608 units at the price of 5,07 SEK).
Documents 2024