Zelluna ASA - Contemplates private placement of NOK 50-55 million and retail
offering to advance into first-in-human trial of its "off-the-shelf" TCR-NK
therapy
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Oslo, 3 November 2025: Zelluna ASA ("Zelluna" or the "Company"), a company
pioneering allogeneic 'off the shelf' T Cell Receptor based Natural Killer (TCR-
NK) cells for the treatment of cancer contemplates a private placement of NOK
50-55 million in gross proceeds and a retail offering of new shares through
PrimaryBid raising gross proceeds of up to the NOK equivalent of EUR 1 million
to initiate a phase I clinical trial of the Company's lead asset, ZI-MA4-1 and
generate patient data in mid 2026. The proceeds could bring meaningful impact
for late-stage cancer patients amid growing industry appetite for accessible,
'off-the-shelf' cell therapies and enable the reach to a significant value
inflection for the company.
The net proceeds from the Private Placement and the PrimaryBid Offering will be
used to initiate a Phase I clinical trial with ZI-MA4-1 and generate initial
patient data, develop the pipeline and for general corporate purposes.
Existing shareholders and primary insiders of the Company (the "Pre-Committing
Shareholders") have pre-committed to subscribe for and will be allocated Offer
Shares in the Private Placement for NOK 50.7 million.
Overview of pre-commitments:
* Oxford Investors (a group of international private investors with strong
track-record within the Life Science industry) for NOK 24.8 million;
* Sundt AS / Helene Sundt AB for NOK 10 million;
* Gjelsten Holding AS for NOK 5 million;
* MP Pensjon PK for NOK 5 million;
* Norda ASA for NOK 2 million;
* Ro Invest AS for NOK 1.5 million;
* Management for NOK 1.2 million;
* Whereof Namir Hassan (CEO) for NOK 0.5 million;
* Members of the Board of Directors for NOK 1.2 million; and
* Whereof Anders Tuv (Chair of the Board) for NOK 0.2 million
The Private Placement will entail the issuance of new shares at an offer price
of NOK 10 per share (the "Private Placement"). The Company has engaged DNB
Carnegie, a part of DNB Bank ASA as sole bookrunner (the "Manager") to advise on
and effect the contemplated Private Placement. The PrimaryBid Offering of new
shares (together with the new shares in the Private Placement, the "Offer
Shares") of up to the NOK equivalent of EUR 1 million will be directed towards
retail investors in Norway. The offer price in the Private Placement and the
PrimaryBid Offering is NOK 10 per Offer Share.
The Private Placement
The bookbuilding period for the Private Placement will commence today, 3
November 2025 at 16:30 (CET) and close on 4 November 2025 at 08:00 (CET). The
Company and the Manager may, however, at their sole discretion, resolve to
extend or shorten the application period at any time and for any reason on short
or without notice. If the application period is extended or shortened, the other
dates referred to herein may be amended accordingly.
The Private Placement will be directed towards investors subject to and in
compliance with applicable exemptions from relevant prospectus, filing and other
registration requirements. The minimum application and allocation amount in the
Private Placement has been set to the NOK equivalent of EUR 100,000. The Company
may, however, at its sole discretion, allocate an amount below EUR 100,000 to
the extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017)
are available. The Company will direct a separate tranche of the Private
Placement, without a minimum application and allocation amount, towards board
members and employees, subject to applicable exemptions from the applicable
prospectus requirements.
Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
application period. The Offer Shares in the Private Placement are expected to be
settled in two separate tranches ("Tranche 1" and "Tranche 2"), as described
below.
Settlement of Offer Shares in Tranche 1 to investors other than the Pre-
Committing Shareholders is expected to take place on or about 6 November 2025 on
a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered
shares in the Company that are already listed on Euronext Oslo Børs, pursuant to
a share lending agreement (the "Share Lending Agreement") expected to be entered
into between the Company, the Manager and Radforsk. The Offer Shares allocated
to the investors in Tranche 1 of the Private Placement other than the Pre-
Committing Shareholders will thus be tradable upon allocation. The share loan
under the Share Lending Agreement will be settled with new shares in the Company
to be issued by the Company's Board of Directors (for Tranche 1) pursuant to an
authorization granted by the general meeting of the Company held on 29 April
2025 (the "Board Authorization"). Settlement of the Offer Shares allocated to
the Pre-Committing Shareholders in Tranche 1 will not be made on DVP-basis. The
payment date for such Offer Shares is expected on or about 6 November 2025.
Delivery of such Offer Shares will occur following registration of the share
capital increase pertaining to such Offer Shares in the Norwegian Register of
Business Enterprises (the "NRBE"), expected on or about 10 November 2025.
The payment date for Offer Shares in Tranche 2 is expected to be on or about 27
November 2025, and the delivery date for such Offer Shares is expected to be on
or about 2 December 2025 (subject to the share capital increase pertaining to
the issuance of such Offer Shares having been registered with the NRBE). The
Offer Shares in Tranche 2 and part of the Offer Shares in Tranche 1 to be
delivered to Pre-Committing Shareholders and/or Radforsk (as settlement of the
share loan described above) will initially be delivered on a separate non-listed
ISIN pending approval and publication of a listing prospectus, and the new
shares to be issued in Tranche 2 and such part of the Offer Shares to be issued
in Tranche 1 will thus not be listed or tradable on Euronext Oslo Børs until
such prospectus has been published. Further the issuance of the Offer Shares in
Tranche 2 is subject to approval by an extraordinary general meeting of the
Company expected to be held on or about 25 November 2025 (the "EGM"). All
investors in the Private Placement will receive Offer Shares in Tranche 1,
except for the Pre-Committing Shareholders who will receive Offer Shares in
Tranche 1 and Tranche 2.
Completion of the Private Placement is subject to all necessary corporate
resolutions of the Company required to implement the Private Placement being
validly made by the Company, including, without limitation, the Board resolving
to complete the Private Placement, at its sole discretion, including to issue
the Offer Shares in Tranche 1 of the Private Placement pursuant to the Board
Authorization. Delivery of Offer Shares in Tranche 1 to investors other than the
Pre-Committing Shareholders is subject to the Share Lending Agreement being
entered into and remaining unmodified and in full force and effect. Delivery of
Offer Shares in Tranche 1 to the Pre-Committing Shareholders is subject to the
share capital increase pertaining to the issuance of the Offer Shares in Tranche
1 being registered with the NRBE. Completion of Tranche 2 of the Private
Placement is further subject to (i) completion of Tranche 1; (ii) the EGM of the
Company resolving to issue the Offer Shares in Tranche 2; and (iii) the share
capital increase pertaining to the issuance of the Offer Shares in Tranche 2
being registered with the NRBE.
Tranche 1 of the Private Placement is not conditional upon Tranche 2, and an
application for Offer Shares in Tranche 1 will be binding and may not be revoked
if Tranche 2, for whatever reason, is not completed. Further, the Private
Placement is not conditional on completion of the PrimaryBid Offering.
The Company reserves the right to, at any time and for any reason prior to
notification of allocation, to cancel the Private Placement and/or to modify the
terms of the Private Placement. Neither the Company nor the Manager will be
liable for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.
The Private Placement and PrimaryBid Offering represent a deviation from the
shareholders' pre-emptive right to subscribe for and be allocated Offer Shares.
The Board has considered the Private Placement and the PrimaryBid Offering in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act, and deems that the proposed Private Placement and PrimaryBid
Offering is in compliance with these obligations. The Board is of the view that
it will be in the common interest of the Company and its shareholders to raise
equity through a private placement. By structuring the equity raise as a private
placement, the Company expects to raise equity efficiently, with a lower
discount to the current trading price, at a lower cost and with a significantly
reduced completion risk compared to a rights issue. Furthermore, by including
the PrimaryBid Offering, the Company makes the offering more accessible to all
of its existing shareholders. In summary, the Company expects to be in a
position to complete the contemplated equity issue in today's market conditions
in an efficient manner, at a higher subscription price and at significantly
lower cost and with a lower completion risk than would have been the case for a
rights issue.
The Company may, subject to completion of the Private Placement and certain
other conditions, and depending on the participation of the Company's existing
shareholders in the Private Placement and the PrimaryBid Offering, consider a
subsequent repair offering of new shares at the same subscription price as in
the Private Placement and the PrimaryBid Offering, and otherwise in line with
market practice.
The PrimaryBid Offering
The PrimaryBid Offering comprises a retail offer of up to the NOK equivalent of
EUR 1 million to the public in Norway, subject to an exemption being available
from prospectus requirements and any other filing or registration requirements
and subject to other selling restrictions.
Key highlights and details for the PrimaryBid Offering are as follows:
* Price per Offer Share: NOK 10
* Application period: From 3 November 2025 at 16:30 (CET) to 3 November 2025
at 21:00 (CET).
* No minimum order size.
* Available for investors in Norway.
* Applications can only be submitted through Nordnet's website from the start
to the end of the application period.
The Company may, at its sole discretion, resolve to extend or shorten the
application period for the PrimaryBid Offering at any time and for any reason on
short or without notice. If the application period is extended or shortened, any
other dates referred to herein may be amended accordingly.
Please use the following link to apply for shares:
https://www.nordnet.no/aksjer/ipo-emisjon (the transaction will appear when the
PrimaryBid Offering is live, expected in approx. 15 minutes from the time of
this announcement).
Completion of the PrimaryBid Offering is subject to (i) completion of the
Private Placement, (ii) all necessary corporate resolutions of the Company
required to implement the PrimaryBid Offering being validly made by the Company,
including, without limitation, the Board resolving to complete the PrimaryBid
Offering, at its sole discretion, including to issue the Offer Shares in the
PrimaryBid Offering pursuant to the Board Authorization, and (iii) the Share
Lending Agreement being entered into and remaining unmodified and in full force
and effect. The PrimaryBid Offering will not be completed if the Private
Placement is not completed.
The Company reserves the right to, at any time and for any reason prior to
notification of allocation, cancel the PrimaryBid Offering and/or to modify the
terms of the PrimaryBid Offering. Neither the Company nor the Manager will be
liable for any losses incurred by applicants if the PrimaryBid Offering is
cancelled, irrespective of the reason for such cancellation.
Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
application period for the Private Placement. The PrimaryBid Offering is
incidental to the Private Placement and will in any case be limited to a maximum
of the NOK equivalent of EUR 1 million. Allocations will be reduced at the
Company's discretion should demand exceed this limit.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take
place on or about 6 November 2025 on a delivery-versus-payment (DVP) basis by
delivery of existing and unencumbered shares in the Company that are already
listed on Euronext Oslo Børs, pursuant to the Share Lending Agreement. The Offer
Shares delivered to the investors in the PrimaryBid Offering are expected to be
tradeable upon allocation.
Each applicant in the PrimaryBid Offering accepts the following by placing an
application through the platform of Nordnet: an investment in the Offer Shares
is made solely at the applicant's own risk and is based on the applicant's own
assessment of the Company and the Offer Shares. An investment in the Offer
Shares is only suitable for investors who can afford to lose the invested
amount. No prospectus or other document providing a similar level of disclosure
has been prepared in connection with the PrimaryBid Offering.
Advisors
DNB Carnegie, a part of DNB Bank ASA is acting as sole bookrunner for the
Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in
connection with the Private Placement.
For further information, please contact:
Namir Hassan, CEO, Zelluna ASA
Email: namir.hassan@zelluna.com
Phone: +44 7720 687608
Hans Vassgård Eid, CFO, Zelluna ASA
Email: hans.eid@zelluna.com
Phone: +47 482 48632
About Zelluna ASA
Zelluna's mission is to deliver transformative treatments with the capacity to
cure advanced solid cancers, in a safe and cost-efficient manner, to patients on
a global scale. The Company aims to do this by combining the most powerful
elements of the immune system through pioneering the development of "off the
shelf" T cell receptor (TCR) guided natural killer (NK) cell therapies (TCR-NK).
The TCR-NK platform offers a unique mechanism of action with broad cancer
detection capability to overcome the diversity of tumours and will be used "off
the shelf" to overcome scaling limitations of current cell therapies. The lead
program is a world's first MAGE-A4 targeting "off the shelf" TCR-NK for the
treatment of various solid cancers; a pipeline of earlier products follows. The
Company is led by a management team of biotech entrepreneurs with deep
experience in discovery through to clinical development of TCR and cell-based
therapies including marketed products.
Important notice
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Joachim Midttun, Financial
Manager at Zelluna ASA, on 3 November 2025 at 16:45 CET.
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. 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.
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 "U.S.
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 U.S. Securities Act and in accordance with applicable U.S.
state securities laws. The Company does not intend to register any part of the
offering 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 U.S. Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 as amended (together with any
applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Such
risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements 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 forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts 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 of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.