Amniotics announces outcome in rights issue
October 27, 2023
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The board of directors of Amniotics AB (publ) (“Amniotics” or the “Company”) today announces the outcome of the rights issue of units, consisting of shares and warrants series TO 3, that was announced on August 31, 2023 (the “Rights Issue”). In total, 1,359,358,819 units, corresponding to approximately 54.3 percent of the Rights Issue, were subscribed for by exercise of unit rights. In addition, 41,398,041 units, corresponding to approximately 1.7 percent of the Rights Issue, were subscribed for without unit rights and 1,101,287,240 units, corresponding to approximately 44.0 percent of the Rights Issue, were subscribed for by guarantors. The Rights Issue was thus subscribed for to 100 percent and Amniotics will thereby initially receive approximately SEK 25 million before issue-related costs.
Through the Rights Issue, Amniotics raises approximately SEK 25 million before deduction of issue-related costs. Additionally, Amniotics can raise approximately SEK 25 million assuming full utilization of all warrants series TO 3 for subscription of shares.
Allocation of units has been made in accordance with the principles stated in the EU Growth Prospectus that was prepared due to the Rights Issue and published by the Company on October 10, 2023 (the “Prospectus”). Subscribers who are allocated units subscribed for without unit rights will receive an allocation notice in the form of a contract note. Payment for such units is to be made according to the instructions on the contract note.
Shares and share capital
The extraordinary general meeting on 3 October 2023 resolved to reduce the share capital in two terms with, in the aggregate, SEK 10,777,375.418428, from SEK 11,277,784.238428 to SEK 500,408.82. These reductions entail that the quota value per share was reduced from approximately SEK 0.054089 to SEK 0.0024. When the Rights Issue has been registered with the Swedish Companies Registration Office, the total number of shares in Amniotics will increase by 2,502,044,100 shares, from 208,503,675 shares to 2,710,547,775 shares, and the share capital will increase by SEK 6,004,905.84, from SEK 500,408.82 to SEK 6,505,314.66.
If all warrants series TO 3 are exercised in full for subscription of new shares in the Company, the number of shares will increase with an additional 2,502,044,100 shares to 5,212,591,875 shares in total and the share capital will increase with an additional SEK 6,004,905.84 to SEK 12,510,220.50.
Trading in BTU
Trading in BTU (paid subscribed units) is currently conducted on Nasdaq First North Growth Market and will end when the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place during week 44, 2023. The BTU will subsequently be converted into shares and warrants series TO 3. The warrants will thereafter be admitted to trading on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.
One (1) warrant series TO 3 entitles the holder to subscribe for one (1) new share in the Company during the period February 26 – March 8, 2023, at a subscription price of SEK 0.01 per share. Full terms and conditions for the warrants are available on the Company’s website (www.amniotics.com).
Redeye AB acts as financial adviser and Setterwalls Advokatbyrå AB acts as legal adviser to Amniotics in connection with the Rights Issue. Nordic Issuing AB acts as issuer agent in connection with the Rights Issue.
For more information, contact:
CEO, Amniotics AB
Phone: +46 (0) 763 0840 91
The information was submitted for publication, through the agency of the contact person set out above, on October 27, 2023.
Amniotics AB (publ) is a clinical stage biotech company, developing innovative therapies, based on amniotic fluid derived stem cells. The company develops therapies to treat diseases where effective treatments are currently lacking. Amniotics has an established GMP-facility, approved and licensed by the Swedish Medical Products Agency. The company has capabilities as a Contract Development and Manufacturing Organization (CDMO) for other biotech companies. Amniotics is headquartered in Lund, Sweden.
The company is listed at Nasdaq First North Growth Market in Stockholm. Amniotics Certified Adviser at First North is Redeye AB.
Learn more at www.amniotics.com.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Amniotics. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Amniotics has only been made through the Prospectus that Amniotics published on October 10, 2023. The Prospectus has been approved and registered by the Swedish Financial Supervisory Authority and published on Amniotics’s website, www.amniotics.com. The approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities. This release is however not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and this announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Amniotics. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Amniotics have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States of America and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area (“EEA”), no public offering of shares, warrants or other securities (“Securities”) is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.