NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 9 April 2024: Reference is made to the stock exchange announcement published by Lytix Biopharma AS ("Lytix" or the "Company") earlier today, regarding the contemplated launch of a partially guaranteed share offering (the "Offering") of between 9,541,973 and 10,509,802 new shares (the "Offer Shares") in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 5.24 per Offer Share pursuant to a prospectus dated 9 April 2024 and contemplated to be made public on or about 10 April 2024 (the "Prospectus"). The Offering will, if completed, raise gross proceeds of approximately between NOK 50 million and NOK 55 million. Key information relating to the Offering is set out below.
The Offering does not constitute a rights issue as per Section 10-4 and Section 10-5 of the Norwegian Private Limited Liability Companies Act (the "Companies Act"). However, the Company's existing shareholders as of 11 April 2024, as registered in the Norwegian Central Securities Depository (the "VPS") two trading days thereafter (on 15 April 2024), who are not resident in a jurisdiction where such an offer would be illegal or would (excluding Norway) require the issuance of a prospectus, registration, or other similar action (the "Existing Shareholders"), will be allowed to participate in the Offering and will be given preference in the board's allocation proposal of Offer Shares in accordance with their pro rata shareholding in the Company.
Date on which the terms and conditions of the Offering were announced: 9 April 2024
Last day granting a shareholder status as an Existing Shareholder with regards to the Offering: 11 April 2024
Ex-date: 12 April 2024
Record Date: 15 April 2024
Date of approval: 25 April 2024
Maximum number of new shares: 10,509,802
Subscription price: NOK 5.24 per Offer Share
Other information: It is important to clarify that Existing Shareholders are not to be considered as holders of subscription rights or similar rights to acquire Offer Shares. Existing Shareholders who want to apply for Offer Shares in Offering must complete the application form appended to the Prospectus and send it to the Company.
Disclosure regulation:
This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo.
For more information, please contact:
Gjest Breistein, CFO
+47 952 60 512
gjest.breistein@lytixbiopharma.com
Important notices:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at (i) qualified investors in that Member State within the meaning of the Prospectus Regulation, and (ii) to fewer than 150, natural or legal persons , subject to obtaining the prior consent of the Company for any such offer, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation, as the term is used in Article 1(4) and (6) of the Prospectus Regulation, that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons.
Persons distributing this communication must satisfy themselves that it is lawful to do so.
The information contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any of the content of this announcement.
The Company makes no representation as to the accuracy or completeness of this announcement and does not accept any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. The Company accepts no liability arising from the use of this announcement.
About Lytix
Based in Oslo, Norway, Lytix Biopharma is a clinical-stage biotech company with a highly novel technology based on world leading research in host-defense peptide-derived molecules. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic molecule representing a new principle to boost anti-cancer immunity. Lytix Biopharma has a pipeline of molecules that can work in many different cancer indications and treatment settings, both as mono- and combination therapy.