NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 22 January 2025
Reference is made to the stock exchange announcement by Oncoinvent ASA ("Oncoinvent" or the "Company") on 9 December 2024 regarding an extraordinary general meeting of the Company where it was resolved to increase the share capital of the Company with NOK 5,000,000 by the issuance of 50,000,000 new shares in connection with a private placement of in total 65,000,000 new shares (the "Offer Shares"), each with a nominal value of 0.10, at a subscription price of NOK 2 per Offer Share, resulting in gross proceeds to the Company of 130,000,000(the "Private Placement").
Further, reference is made to the stock exchange announcement by the Company on 9 December 2024 regarding the board of directors' resolution to increase the share capital with NOK 1,166,630 by the issuance of 11,666,300 Offer Shares and the stock exchange announcement by the Company on 10 December 2024 regarding the board of directors' resolution to increase the share capital with NOK 333,370 by the issuance of 3,333,700 Offer Shares in connection with the Private Placement.
In connection with the Private Placement, the Company has considered to carry out a potential subsequent offering of up to 5,500,000 new shares (the "Subsequent Offering") to reduce the dilutive effects of the Private Placement and also providing eligible shareholders with the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
On 21 November 2024, the general meeting, inter alia, resolved to grant the board of directors an authorisation to increase the Company's share capital by up to NOK 1,749,900, by the issuance of new shares. In accordance with this authorisation, the board of directors has today resolved to carry out the Subsequent Offering and to increase the share capital by a minimum of NOK 0.10 and a maximum of NOK 550,000, through the issuance of a minimum of 1 new share and a maximum of 5,500,000 new shares, each with a nominal value of NOK 0.10 and with a subscription price of NOK 2.
The subscription period in the Subsequent Offering will commence on 23 January 2025 at 09:00 hours (CET) and expire on 6 February 2025 at 12:30 hours (CET).
Shareholders of the Company as of 27 November 2024, as registered as such in the Company's shareholders register in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "ESO") on 29 November 2024 (the "Record Date") who at such date held 16,000 or fewer shares, and (i) were not allocated shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would require any approval, filing, registration or similar action of a registration document or prospectus (such eligible shareholders jointly, the "Eligible Shareholders") will be granted 4.10340 non-transferable subscription right ("Subscription Right") for every existing shares registered as held by such Eligible Shareholder in the ESO as at the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, the right to subscribe for, and be allocated, one (1) new share in the Subsequent Offering at the subscription price of NOK 2. Over-subscription and subscription without subscription rights will be permitted.
Allocation of the new shares in the Subsequent Offering is expected to take place on or about 6 February 2025, and the new shares are expected to be delivered on or about 18 February 2025. Further information regarding the Subsequent Offering is set out in the attached information document.
The Company, in consultation with the Managers (as defined below), reserves the right to cancel the Subsequent Offering at any time at its sole discretion.
Advisors:
Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as managers in the Subsequent Offering (the "Managers").
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About Oncoinvent
Oncoinvent ASA is a clinical stage, radiopharmaceutical company developing innovative treatments for solid cancers. The technology platform is focused on the use of alpha-emitting radionuclides to deliver powerful radiation directly to cancer cells. The Company’s lead product candidate, Radspherin®, is being advanced through clinical development by a team with experience from all stages of radiopharmaceutical development. Internal manufacturing and supply chain capabilities have been established, which now have the capacity to supply Radspherin® for multi-center phase 2 clinical studies.
For further information, please contact:
Øystein Soug, Chief Executive Officer
Email: soug@oncoinvent.com
Tore Kvam, Chief Financial Officer
Email: kvam@oncoinvent.com
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Subsequent Offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.