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Pharmacolog i Uppsala AB (publ) (“Pharmacolog” or the “Company”) has completed the rights issue of units, consisting of shares and warrants of series TO3, which the board of directors decided on May 14, 2023, subject to approval from the extraordinary general meeting on June 16, 2023 (the “Rights Issue”). The Rights Issue has been subscribed to a total of 60.0 percent, where approximately 32.6 percent was subscribed through use of unit rights, approximately 0.4 percent was subscribed for without use of unit rights and approximately 27.0 percent are subscribed by underwriters.
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on July 10, 2023. The final outcome shows that a total of 11,684,802 units have been subscribed for through the Rights Issue, corresponding to 60.0 percent of the Rights Issue. 6,348,894 units were subscribed through use of unit rights, corresponding to 32.6 percent of the Rights Issue. Furthermore, 83,319 units are subscribed for without use of unit rights, corresponding to 0.4 percent of the Rights Issue and 5,252,589 units were subscribed by underwriters, corresponding to 27.0 percent of the Rights Issue. Each unit consists of four (4) newly issued shares and four (4) warrants of series TO3. In total, 46,739,208 new shares and 46,739,208 warrants of series TO3 were subscribed.
Through the Rights Issue, the Company will receive approximately SEK 16.4 million before issue costs. Upon full exercise of all warrants of series TO3, the Company may be provided with an additional capital injection of up to approximately SEK 24.8 million.
Lars Gusch, CEO of Pharmacolog
“Pharmacolog gratefully acknowledges the confidence of both new and existing shareholders who participated in the rights issue to intensify the fight for drug safety. The capital from the rights issue allows us to strengthen our market position and expand the establishment of our sophisticated products according to the new strategic direction. We are now equipped to expand the distribution network, intensify cooperation with strategic partners and implement the SaaS model for our products.”
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 June 21, 2023, 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
Through the Rights Issue, the number of shares in the Company increase by 46,739,208 shares, from 19,474,682 shares to 66,213,890 shares and the share capital amounts to approximately SEK 11,719,858.530 (after the reduction decision at the extraordinary general meeting on June 16, 2023). If all warrants of series TO3 are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional 46,739,208 shares, from 66,213,890 shares to 112,953,098 shares, and the share capital will increase with an additional approximately SEK 8,272,839.816, from approximately SEK 11,719,858.530 to approximately SEK 19,992,698.346.
Warrants of series TO3
Each warrant of series TO3 entitles the holder to subscribe for one (1) new share in the Company at an exercise price corresponding to seventy (70) percent of the volume-weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market during the period from and including January 25, 2024, up to and including February 7, 2024, however a minimum of the share’s quota value and a maximum of SEK 0.53 per share. Subscription of new shares through warrants of series TO3 shall be carried out according to the terms of the warrants during the period from and including February 9, 2024, up to and including February 23, 2024. Trading with the warrants of series TO3 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 Nasdaq First North Growth 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 29, 2023.
Compensation to underwriters
In connection with the Rights Issue, external investors and Mangold Fondkommission have entered underwriting commitments. For underwriting commitments made, an underwriting compensation of 15 percent of the underwritten amount is paid in cash or alternatively 20 percent 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 July 17, 2023. The subscription price for any units issued as underwriting compensation has been set at SEK 1.40 per unit, which corresponds to the subscription price in the Rights Issue. In total, a maximum of 1,709,255 units may be issued as underwriting compensation to the underwriters.
Mangold Fondkommission AB is financial adviser to Pharmacolog 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 Pharmacolog 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 11-07-2023 19:18 CET.
Pharmacolog provides solutions and products that enhance work efficiency and safety when preparing injectable medication. Our goal is to help prevent medication errors and ensure maximum medication efficacy when treating patients with powerful yet potentially harmful injectable drugs. Pharmacolog’s products help staff at pharmacies and hospital wards minimize the risk of errors in the compounding process. Furthermore, by verifying that drugs and narcotics used in surgery have not been tampered with, our solutions also make a vital contribution to preventing drug diversion.
The company’s Certified Adviser is Mangold Fondkommission AB.
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 Pharmacolog in any jurisdiction, neither from Pharmacolog 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.