The board of directors of Respiratorius AB (“Respiratorius” or the “Company”) has, pursuant to the authorisation granted by the annual general meeting on 19 May 2020, resolved on a directed issue of 13,297,875 shares at a subscription price of SEK 1.88 per share (the “Directed Issue”). Through the Directed Issue, the Company will raise approximately SEK 25 million before issue expenses. The Directed Issue is directed to a number of institutional and professional investors.
The board of directors of the Company has today, based on the authorization granted by the annual general meeting on 19 May 2020, resolved on the Directed Issue. The Directed Issue comprises in the aggregate 13,297,875 new shares where the subscription price was determined through negotiations with several investors and was set to SEK 1.88 per share, which corresponds to a discount of approximately 10 per cent in relation to the closing price for the shares in Respiratorius on 12 April 2021. Payment for subscribed shares shall be made in cash no later than on 16 April 2021. The board of directors has the right to postpone the last day of payment.
The Company intends to mainly use the issue proceeds to carry out an offensive investment in VAL001 and the dedicated formulation, which Respiratorius has developed. The Company thus intends to perform a bridging study between phase I/IIa and phase III. The bridging study is a pharmacokinetic (PK) study and is planned to be conducted at a clinical CRO in healthy subjects and requires trial drug (VAL001) according to GMP (Good Manufacturing Practice). Study start is planned for second half of 2021.
“Respiratorius is in an exciting development phase where we continue to develop our lead project towards new value creating milestones. We appreciate the large interest from long term investors. The bridge study is an important milestone to consolidate a favourable pricing of VAL001 and to secure the preparations for a phase III study, says Respiratorius CEO Johan Drott.
The board of directors’ assessment, based on the negotiations with the investors, is that the subscription price in the Directed Issue accurately reflects current market conditions and demand. The reasons for the deviation from the shareholders’ preferential rights is to carry out a capital raise in a time and cost-efficient way, as well as to broaden the shareholder base. At the same time, the Company is provided with working capital at a lower cost and through a quicker process compared to a rights issue, which collectively and with sufficient strength indicate that it is in the Company’s and the shareholders’ interest to carry out a new issue with deviation from the shareholders’ preferential rights.
Through the Directed issue, the number of shares and votes in the Company increases with 13,297,875 from 188,606,369 to 201,904,244, and the share capital increases with SEK 664,893.75 from SEK 9,430,318.45 to SEK 10,095,212.20. The Directed Issue results in a dilution for existing shareholders of approximately 6.6 per cent of the number of shares and votes in the Company, based on the total number of shares and votes in the Company after the Directed Issue.
Due to issue technical reasons, the Directed Issue will be subscribed by Vator Securities AB (that is acting as financial advisor in connection with the Directed Issue) at the quota value of the shares, for subsequent onward transfer, through an issuing agent engaged by the Company, to the final investors for the price of SEK 1.88 per share, which will finally be paid to the Company.
In connection with the Directed Issue, all board members and members of the management team with shareholdings in Respiratorius have entered into so called lock-up arrangements through, subject to certain customary exemptions, undertaking not to dispose of their respective holdings or in other manners execute transactions with a similar effect during a period of 90 days from and including when the shares in the Directed Issue are admitted to trading.
Vator Securities AB is financial advisor and Setterwalls Advokatbyrå AB is legal advisor to Respiratorius in connection with the Directed Issue. Hagberg & Aneborn Fondkommission AB is acting as issuing agent in connection with the Directed Issue.