NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW.
Lipum AB (publ) ("Lipum" or the "Company") today announces the final outcome of the new share issue with preferential rights for the Company's shareholders (the "Rights Issue") for which the subscription period ended on 18 July 2023. The subscription breakdown shows that 1,660,461 shares (corresponding to approximately 57.8 percent of the Rights Issue) have been subscribed for in the Rights Issue. Lipum will thus raise approximately SEK 15.3 million before transaction costs.
The subscription period in the Rights Issue ended on 18 July 2023 and the final outcome shows that [1,660,461] shares (corresponding to approximately 57.8 percent of the Rights Issue) have been subscribed for in the Rights Issue, of which 1,634,571 shares (corresponding to approximately 56.9 percent of the Rights Issue) have been subscribed for by exercise of subscription rights, and 25,890 shares (corresponding to approximately 0.9 percent of the Rights Issue) have been subscribed for without subscription rights. The Rights Issue was secured beforehand by subscription undertakings covering approximately 53.1 percent of the Rights Issue. Through the Rights Issue, Lipum will raise approximately SEK 15.3 million before transaction costs.
“We made the rights issue because an opportunity arose to advance our clinical phase 1 study faster than originally planned. This was appreciated by our largest shareholders who, through subscription commitments, secured the financing of an earlier start. Unfortunately, the response from other and new shareholders was not as good, but everyone was given the opportunity to subscribe. The capital injection was therefore less than I hoped for and the consequence is that we will be restrained with other activities, mainly pre-clinical studies to evaluate additional indications. However, as intended, we can accelerate our clinical phase 1 study and during the next six months I expect that we will have a lot of interesting things to report to the shareholders," says CEO Einar Pontén.
Allocation in the Rights Issue
Those who have subscribed for shares without subscription rights have been allocated shares in accordance with the principles resolved upon by the board of directors and which are included in the information memorandum prepared in connection with the Rights Issue and which was published on 30 June 2023. Notice of allotment of shares subscribed for without subscription rights is expected to be distributed today, 20 July 2023, via a settlement note. Shares subscribed for and allotted without subscription rights shall be paid in cash no later than 25 July 2023 in accordance with the instructions on the settlement note. Nominee-registered shareholders will receive notice of allotment in accordance with the respective nominee's routines. Only those who are allotted shares will be notified.
Share capital, number of shares and dilution due to the Rights Issue
After registration of the Rights Issue with the Swedish Companies Registration Office (Sw. Bolagsverket), Lipum’s share capital will increase by SEK 415,115.25, from SEK 1,913,556.00 to SEK 2,328,671.25. The number of shares in the Company will increase by 1,660,461 shares, from 7,654,224 shares to 9,314,685 shares. Shareholders who have not participated in the Rights Issue have thus had their ownership stake in Lipum diluted by approximately 17.8 percent.
Trading with paid subscribed shares
Those who have subscribed for shares will initially receive so-called paid subscribed shares (Sw. BTA). Trading in paid subscribed shares will continue on Nasdaq First North Growth Market until and including 28 July 2023. The new shares will start trading on Nasdaq First North Growth Market in connection to when the BTAs are converted to shares, which is expected to take place on or around 3 August 2023.
Erik Penser Bank is financial adviser and Mannheimer Swartling Advokatbyrå is legal adviser to Lipum in connection with the Rights Issue.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction.
This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, including its territories and possessions, any state of the United States or the District of Columbia (the “United States”), Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, in or into the United States. All offers and sales of securities in connection with any rights offer by Lipum will be made outside of the United States and in reliance on, and in compliance with, Regulation S under the Securities Act. There will be no public offering in the United States.
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.