The board of directors of Asarina Pharma has, based on the issue authorisation granted by the annual general meeting on 8 May 2019 and as indicated in the Company’s press release on 23 October 2019, resolved on a directed share issue of 2,159,148 new shares (the “New Shares”), which corresponds to maximum number of shares issuable under the authorisation granted by the annual general meeting on 8 May 2019, at a subscription price of SEK 22 per share (the “Issue”), which means that the Company will receive gross proceeds of approximately SEK 48 million. The subscription price in the Issue has been determined through a bookbuilding process and corresponds to approximately 3.1 percent discount to the 5-day volume weighted share price of Asarina Pharma’s shares, as traded on Nasdaq First North Growth Market.
The net proceeds of the Issue are intended to be used for: (i) preparation and implementation of a phase IIA study for the Company’s treatment of Tourette syndrome, (ii) continued formulation work with Sepranolone to find a new administration form, and (iii) conduct preparatory work for phase III studies of Sepranolone in treatment of PMDD.
“We have previously communicated that we have full funding for our ongoing phase IIB study in our lead indication PMDD and our ongoing phase IIA study in menstrual migraine, which are both well underway. With the promising data we have in Tourette syndrome we are very pleased to now have the means to take Sepranolone through a phase IIA study in this highly underserved indication. We are also grateful for the support from our new investors," said Peter Nordkild, CEO of Asarina Pharma.
The reason for deviation from the shareholders’ preferential rights is to be able to carry out a capital raise in a timely and cost effective manner and at the same time broaden the shareholder base.
The Issue will entail a dilution of approximately 11.7 percent of the number of shares and votes in the Company. Through the Issue, the number of outstanding shares and votes will increase by 2,159,148 from 16,283,652 to 18,442,800. The share capital will increase by approximately SEK 539,787 from 4,070,913 to SEK 4,610,700.
In connection with the Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, on future share issuances for a period of 90 calendar days from and including the 23 October 2019. Despite the undertaking, the Company may during the lock-up period issue shares pursuant to tranche 4 in the agreement with Ergomed Plc dated 28 October 2016 (as amended). In addition, in connection with the Issue, the board of directors and management of Asarina Pharma have agreed not to sell any shares in the Company during the lock-up period, subject to customary exceptions.
Of the existing shares sold in connection with the Issue, 574,284 shares were sold by Ergomed Plc (”Ergomed”), which corresponds to Ergomed’s entire shareholding in the Company before the Issue. These shares were sold at the same price as the shares in Issue. Ergomed has agreed to a lock-up period of 180 days from and including the 23 October 2019, with customary exceptions, for any shares acquired by or allotted to Ergomed at a later time within the lock-up period.
The Company has retained DNB Markets, a part of DNB Bank ASA, Sweden Branch and Zonda Partners AB to act as Joint Bookrunners in connection with the Issue.
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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Japan, South Africa or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Asarina Pharma has not authorized any offer to the public of securities in any EEA member state and no prospectus has been or will be prepared in connection with the directed share issue. 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 Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be engaged by, “qualified investors” who are (i) persons having professional experience in matters relating to investments and 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”); or (ii) high net worth individuals falling within Article 49(2)(a) to (d) of 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 based on this press release nor act or rely on it.
This press release contains forward-looking statements that reflect Asarina Pharma’s intentions, assessments, or current expectations about and targets for Asarina Pharma’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Asarina Pharma operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Asarina Pharma believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. Asarina Pharma does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither Asarina Pharma nor anyone else 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 press release.