Preferential Rights Issue Q1 2023
Rights issue in brief
|Record date||21 February 2023.|
|Subscription period||23 February – 9 March 2023.|
|Units||The offer consists of units.
One (1) existing share entitles to one (1) unit right. One (1) unit right entitles to subscribe for nine (9) units.
One (1) unit consists of one (1) share and one (1) warrant series TO 2.
|SEK 0.25 per unit, which corresponds to SEK 0.25 per share.
The warrants are issued free of charge.
|Warrants TO 2||The warrants series TO 2, issued free-of-charge, entitles to subscription of one (1) share in the company during the period 5 – 19 June 2023 at a subscription price corresponding to 70 percent of the volume-weighted average price of the company’s share during 10 trading days before 31 May 2023 (including 31 May 2023), but with a minimum price of SEK 0.055 per share (corresponding to the share’s approximate quota value) and a maximum price of SEK 0.5 per share.|
|Subscription and guarantee commitments||Subscription commitments amount to approximately SEK 8.8 million, approximately 24.4 percent of the rights issue.
Guarantee commitments amount to approximately SEK 16.5 million, approximately 45.6 percent of the rights issue.
In total, the rights issue is secured up to approximately 70 percent.
For the guarantee commitments, a guarantee fee of fifteen 15 percent of the guaranteed amount is payable in cash. No compensation is paid for the subscription commitments.
|Lock-up||In connection with the rights issue, all shareholding members of the company’s board of directors and management have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell financial instruments in the Company for a period of 180 days from the announcement of the rights issue.|
|Volume in the offer||144,596,970 units, consisting of:
|Dilution||For existing shareholders not participating, the rights issue will entail, upon full subscription, a dilution effect of approximately 90.0 percent.
If all warrants series TO 2 are exercised in full for subscription of new shares in the company, an additional dilution effect from the warrants amounts amount to approximately 47.4 percent.
The total dilution effect, upon full subscription in the rights and full exercise of warrants series TO 2, amounts to approximately 94.7 percent.
|ISIN-codes||Shares: AMNI, ISIN-code: SE0015961016
Unit rights: AMNI UR, ISIN-code: SE0019761511
BTU: AMNI BTU, ISIN-code: SE0019375296
Warrants: AMNI TO 2, ISIN-code: SE0019375270
|Marketplace||Nasdaq First North Growth Market|
|Advisors||Vator Securities AB is financial advisor in the offer.
Vator Securities AB is issuing agent in the offer.
Setterwalls Advokatbyrå AB is legal advisor in the offer.
Prospectus and application forms
Information om Amniotics AB och nyttjande av teckningsoptioner serie TO 2 (.pdf, in Swedish)
Anmälningssedel TO 2 (.pdf, in Swedish)
Särskild anmälningssedel för teckning av units med företrädesrätt (.pdf, in Swedish)
Anmälningssedel för teckning av units utan företrädesrätt (.pdf, in Swedish)
Application form for subscription of units without preferential rights (.pdf, in English)
Prospekt (.pdf, in Swedish)
Styrelsens förslag till beslut om godkännande av företrädesemission (.pdf, in Swedish)
Revisors yttrande över styrelsens redogörelse för väsentliga händelser (.pdf, in Swedish)
Revisors yttrande kvittning av lån (.pdf, in Swedish)
Styrelsens redogörelse för väsentliga händelser (.pdf, in Swedish)
Amniotics årsredovisning 2021 (.pdf, in Swedish)
Fullmaktsformulär (.docx, in Swedish)
Förslag till beslut om ändring av bolagsordning (.pdf, in Swedish)
Kallelse till extra bolagsstämma (.pdf, in Swedish)
Villkor för teckningsoptioner av serie TO 2 (.pdf, in Swedish)
Registreringsbevis från Bolagsverket (.pdf, in Swedish)
Certificate of registration from the Swedish Companies Registration Office (.pdf, in English)
Protokoll från extra bolagsstämma 17 februari 2023 (exkl. röstlängd) (.pdf, in Swedish)
Background and reasons for the rights issue
Amniotics is a biopharma company that develops allogeneic cell therapy drugs based on mesenchymal stem cells (MSC) from amniotic fluid, derived from planned caesarean sections. The company develops two types of cell therapy; one is mesenchymal stem cells (”MSCs”), with the particular characteristic that the cells are derived from different tissues of the newborn baby via amniotic fluid; lung/kidney/nervous system/skin. The second type is so-called Natural Killer cells (”NK cells”) which are generated via iPSC (induced Pluripotent Stem Cells) where the produced cells are to be used in cancer treatment. The company has today developed a multi-patented process, which includes extraction of amniotic fluid with a proprietary medical device, sorting and multiplying of the stem cells, which is carried out in the company’s own GMP-approved (Good Manufacturing Process) production facility, which includes final packaging of the stem cell material in ampoules. For a number of diseases and conditions where effective treatment today is lacking or insufficient, cell therapy can be a potential alternative. Amniotics see an opportunity to address this medical need by developing new effective treatment methods based on tissue-specific MSC and NK cells.
Amniotics Phase Ib study in hospitalized patients with moderate to severe lower respiratory tract infections caused by COVID-19 or other serious airborne viruses, such as influenza A is the first clinical study in humans to investigate the safety and tolerability of intravenous dosing at different doses of PulmoStem™, the company’s lung-specific product. The study was carried out in Sweden, where the first patient was treated in October 2022. After two fully treated dose levels, 1 and 2 million cells per kilogram respectively body weight, the Company has chosen to end the study of PulmoStem™. The decision for this early termination is taken as the company considers that security is established for the product in the relevant dose range for its further development. Full study report is expected to be ready in the third quarter of 2023.
The NK-cell project is a recently established strategic focus area for Amniotics and is in pre-clinical phase. The company is currently working to make the continued development program GMP-compliant in order to accelerate the development towards clinical trials. Amniotics has filed six patent applications in this area and a seventh patent application is planned during 2023. The company is also exploring partnerships to increase the value of the project and accelerate its development. In November 2022, the company was invited to finalize a grant agreement with the European Innovation Council (EIC) as part of a consortium set to receive a grant of EUR 3.8 million from the EIC Pathfinder program. This consortium will be led by Amniotics AB.
The company has initiated a focused strategy to change the strategic direction and scope of the business, which will lead to cost savings in both short and long term. The savings are expected to reduce the company’s costs by three quarters in the long term. The company is making extensive cost savings, including reductions in staff and reviewing costs of the ongoing clinical trial. Within the PulmoStem™-project, the company will focus on identifying partners for continued clinical development. During 2023, Amniotics will also prioritize advancing the anti-cancer program NK003. Overall, Amniotics intends to reduce costs by focusing on its core areas, including research and development, out-licensing and partnerships for current and future stem cell projects.
It is, however, the company’s assessment that the existing working capital is not sufficient to run the business over the next twelve months. In order to finance the company’s clinical studies, research and development and business development, the company has decided to carry out the rights issue.
Use of proceeds
Upon the full subscription of the rights issue, the company is expected to receive initial net proceeds of approximately SEK 31.1 million after deduction of issue costs of approximately SEK 5.0 million. The net proceeds will then be used to pay off bridge loans, either through set-off or in cash, for an amount of up to approximately SEK 15.0 million, whereby the remaining proceeds are intended to be used for the following purposes in order of priority:
- Approximately 43 percent will be used to finance the ongoing PulmoStem™ phase Ib study.
- Approximately 9 percent will be used to finance the pre-clinical work with NK003.
- Approximately 12 percent will be used to finance research and development in the form of lab costs and animal studies.
- Approximately 36 percent will be used to finance general and administrative costs (G&A) and business development.
If all warrants series TO 2 issued in the rights issue are exercised for the subscription of shares, the company will receive additional net proceeds of up to approximately SEK 69.8 million after deduction of issue costs of approximately SEK 2.5 million, which, following repayment of bridge loans and accrued interest of up to approximately SEK 4.6 million, are intended to be used for the following purposes in order of priority:
- Approximately 7 percent will be used to finance the completion of the PulmoStem™ phase Ib study.
- Approximately 33 percent will be used to finance continued research and development of other MSCs in the form of lab costs and animal studies.
- Approximately 39 percent will be used to finance the pre-clinical work with NK003.
- Approximately 21 percent will be used to finance general and administrative costs (G&A) and business development.