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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Hofseth BioCare ASA (“HBC” or the “Company”) today announces a contemplated
private placement (the “Private Placement”) of between 96,153,846 and
134,615,384 new shares (“Offer Shares”) at a fixed price per share of NOK 1.30
(the “Offer Price”) corresponding to a total Private Placement size of between
approximately NOK 125 million and NOK 175 million (the “Offer Size”). An amount
fully covering the lower end of the Offer Size has already been placed prior to
launch of the Private Placement, based on binding pre-commitment undertakings
received by the Company.
The Offer Shares are expected to be settled with a combination of cash and
conversion of receivables towards the Company, where it is currently expected
that Offer Shares for an amount of approximately NOK 66.5 million will be
settled through conversion of receivables towards the Company. The final number
of Offer Shares to be issued will be determined by the Board of Directors of HBC
(the “Board”) following the application period.
The net proceeds of the Private Placement will be used for growth capital;
strengthening of the balance sheet, and general corporate purposes.
In connection with the Private Placement, the Company’s Board will propose to
amend the terms of the Company’s B-Shares (as defined below) in order to satisfy
a condition for participation from Hofseth International AS. Further information
is included below.
Further, the Company’s Board of Directors has also resolved to finally abandon
completion of the private placement placed in October 2025. Such private
placement has not been possible to complete due to lack of payments from one of
the investors.
Pre-commitments
Scatterty Holdings Ltd (approx. NOK 50 million), Klaus Küttner (approx. NOK 3
million), GCI Hofseth Llc/Galaxy Group (approx. NOK 3.6 million), Christoph
Baldegger, Board Director (NOK 4 million), Jon Olav Ødegård, CEO of HBC (NOK
8.25 million), James Berger, Chief Commercial Officer of HBC (NOK 8.25 million),
Dr. Bomi Framroze, Chief Scientific Officer of HBC (NOK 3.16 million), Dr.
Crawford Currie, Head of Medical R&D at HBC (NOK 3.16 million), Leif Arne Giske,
Accounting Manager of HBC (NOK 3.16 million), William Urban-Smith, Head of B2C
of HBC (NOK 1 million), and Hofseth International AS (a close associate of Board
member Roger Hofseth, approx. NOK 39.5 million), have on customary terms and
conditions pre-committed (either personally or through controlled companies) to
subscribe for and will be allocated Offer Shares in the Private Placement of
approx. NOK 127.2 million.
In order to arrange for the subscriptions from Jon Olav Ødegård, James Berger,
Bomi Framroze, Crawford Currie, Leif Arne Giske and William Urban-Smith as
described above, Hofseth International AS will transfer receivables towards the
Company in a corresponding amount as the pre-commitments from said persons and
such receivables will thereafter be set-off towards their respective share
deposits.
Amendment of terms for B-Shares
As a condition for Hofseth International AS’ participation in the Private
Placement, the terms of the Company’s unlisted class B preference shares (the
“B-Shares”) shall be amended as follows; (i) the added margin for the Preferred
Dividend (as defined in the Company’s Articles of Association) of the B-Shares
shall be increased with 200 basis points for all levels; (ii) the subscription
price for new ordinary shares upon a conversion of the B-Shares to ordinary
shares shall be NOK 4.34 per share; and (iii) any redemption of B-Shares for the
three-year period following the EGM shall be subject to a 10% discount for HBC.
The B-Share Amendments are subject to approval by an extraordinary general
meeting of the Company (the “EGM”). Further information will be given in the
notice for the EGM.
Private Placement structure
The Private Placement will be divided into two tranches. Tranche 1 of the
Private Placement (“Tranche 1”) will consist of up to 79,016,206 Offer Shares,
to be issued pursuant to the authorization granted by the Company’s
extraordinary general meeting held on 20 November 2025 (the “Board
Authorization”). Tranche 2 of the Private Placement (“Tranche 2”) will consist
of up to 55,599,178 Offer Shares, the issuance of which will be conditional upon
approval of the pertaining share capital increase in the EGM, expected to be
held on or about 30 July 2026. Hofseth International AS, Jon Olav Ødegård, James
Berger and Bomi Framroze have agreed to take delivery of their Offer Shares in
Tranche 2 to the extent necessary to permit other applicants to receive their
full allocation of Offer Shares in Tranche 1. Accordingly, all other applicants
will receive their full allocation in Tranche 1.
The Tranche 2 Offer Shares in the Private Placement will be settled through
conversion of claims owed to Hofseth International AS relating to raw material
purchased by the Company, and transfers of receivables to certain management
participants as described above. The Company will not receive any gross cash
proceeds from the issuance of the Tranche 2 Offer Shares.
The Private Placement will be made to investors subject to applicable exemptions
from relevant prospectus requirements in accordance with Regulation (EU)
2017/1129 and the Norwegian Securities Trading Act of 2007, and is directed
towards investors subject to available exemptions from relevant registration
requirements, (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933, as amended (the “US Securities Act”) and (ii) in
the United States to; (a) “qualified institutional buyers” (QIBs), as defined in
Rule 144A under the US Securities Act, pursuant to an exemption from the
registration requirements under the US Securities Act, (b) “major U.S.
institutional investors” as defined in Rule 15a-6 under the United States
Exchange Act of 1934, and (c) investors who are an “accredited investor” as
defined in Rule 501 under the US Securities Act, pursuant to an exemption from
the registration requirements under the US Securities Act. The minimum order
size and allocation in the Offering will be the NOK equivalent of EUR 100,000,
provided that the Company may, at its sole discretion, offer and allocate an
amount below EUR 100,000, pursuant to any applicable exemptions from applicable
prospectus requirements being available.
Application period
The application period for the Private Placement will commence today, 26 June
2026 at 16:30 hours CEST, and is expected to close on or before 29 June 2026 at
08:00 hours CEST (the “Application Period”). The Company reserves the right to,
at any time and in its sole discretion, close or extend the Application Period
or to cancel the Private Placement in its entirety without notice. If the
Application Period is shortened or extended, the other dates referred to herein
might be changed accordingly.
Settlement
Settlement in the Private Placement is expected to take place as follows:
- Delivery of the Tranche 1 Offer Shares is expected to take place on or about
30 June 2026. The Tranche 1 Offer Shares will be settled with new shares in
the Company to be resolved issued by the Board pursuant to the Board
Authorization. The Offer Shares in Tranche 1 are expected to be tradeable
from registration of the share capital increase relating to the issuance of
Tranche 1 Offer Shares in the Norwegian Register of Business Enterprises
(“BRREG”), expected on or about 2 July 2026.
- Delivery of the Tranche 2 Offer Shares is expected to take place on or about
5 August 2026, following the EGM expected to be held on or about 30 July
2026. The Tranche 2 Offer Shares will be delivered on a separate ISIN
pending approval and publication of a listing prospectus (the “Prospectus”)
for the Tranche 2 Offer Shares to be approved by the Norwegian Financial
Supervisory Authority. First day of trading in Tranche 2 is expected during
Q3 2026, following approval and publication of the Prospectus.
Conditions for completion
The completion of the Private Placement by delivery of Offer Shares to investors
is subject to separate conditions for each tranche. The completion of Tranche 1
by delivery of Offer Shares in Tranche 1 to investors is subject to: (i) the
Board resolving to consummate the Private Placement by allocating and issuing
the Offer Shares pursuant to the Board Authorization, and (ii) registration of
the share capital increase concerning the issuance of the Tranche 1 Offer Shares
in the Norwegian Register of Business Enterprises (the “Tranche 1 Conditions”).
The completion of Tranche 2 by delivery of Offer Shares in Tranche 2 to
investors is further subject to: (i) the Tranche 1 Conditions being satisfied,
(ii) the EGM resolving to approve the B-Share Amendments, (iii) the EGM
resolving to issue the Tranche 2 Offer Shares, and (iv) registration of the
share capital increase concerning the issuance of the Tranche 2 Offer Shares in
the Norwegian Register of Business Enterprises (the “Tranche 2 Conditions”).
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement, including to increase the
final Offer Size beyond the indicated range in case of strong investor demand.
Equal treatment considerations
The Board has considered the structure of the contemplated Private Placement in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act and the Norwegian Securities Trading Act as well as the Oslo Stock
Exchange’s guidelines on the rule of equal treatment and is of the opinion that
the proposed Private Placement is in compliance with these requirements. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner with no discount to the current
trading price and with significantly lower completion risks compared to a rights
issue. In addition, the Private Placement is subject to marketing through a
publicly announced private placement process. To potentially mitigate the
dilutive effect of the Private Placement, the Board will consider proposing to
carry out a subsequent offering directed towards certain shareholders who do not
participate in the Private Placement (see details below). On this basis and
based on an assessment of the current equity markets, the Board has considered
the Private Placement to be in the common interest of the Company and its
shareholders. As a consequence of the contemplated Private Placement structure,
the shareholders’ preferential rights to subscribe for the Offer Shares will be
deviated from.
Notwithstanding the above, the Company reserves the right, subject to completion
of the Private Placement, to carry out a customary subsequent offering of new
shares at the Offer Price. Any such subsequent offering, if applicable and
subject to applicable securities laws, will be directed towards existing
shareholders in the Company as of 26 June 2026 as registered in the VPS on 30
June 2026, who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or would require any prospectus filing, registration or similar action. Whether
a subsequent offering will be carried out will, among other things, depend on
the result of the Private Placement and the subsequent development of the
Company’s share price.
Advisor
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Jon Olav Ødegård, CEO of the
Company, on the date and time provided herein.
For further information, please contact:
Jon Olav Ødegård, CEO at HBC
Phone: +47 936 32 966
E-mail: joo@hofsethbiocare.no (mailto:joo@hofsethbiocare.no)
About Hofseth BioCare ASA:
HBC is a Norwegian consumer and pet health company founded on the core values of
sustainability, optimal utilization of natural resources and full traceability.
It upcycles the side streams of the salmon industry by taking fresh filleted
salmon and converting it from a waste product into ingredients to improve human
and pet health.
These ingredients are ProGo®, a mix of bioactive peptides and collagen, OmeGo®,
a whole salmon oil, with all the fatty acid fractions contained in fish, and
CalGo® / NT-II® salmon bone powder containing calcium hydroxyapatite and
undenatured collagen for bone and joint health.
HBC places scientific evidence at the forefront which has led to important
academic partnerships and the identification of unique health benefits. This
includes the demonstration of improved iron metabolism by boosting the body’s
ability to utilize and use iron resulting in increased energy and vitality with
ProGo® as well as the activation of the GLP-1 receptor with fat reduction in
overweight adults. OmeGo® has shown important immune health benefits including
recovery from viral infection and improved respiratory health and sleep in
adults troubled by particulate matter pollution. Finally, CalGo®/ NT-II® has
shown both bone and joint health benefits to support healthy aging and active
lifestyles.
This work has also resulted in the granting of several patents protecting these
discoveries. It has also led to the discovery of potential therapeutics and HBC
has spun out a biotech-focused company, AecorBio Inc., and the lead program is
prostate cancer followed by ovarian cancer. A separate molecule is targeted as
an oral, steroid-sparing therapy for asthma. HBC’s headquarters are in Ålesund,
Norway with branches in Oslo, London, Zürich, Los Angeles, and Menlo Park, CA.
HBC is listed on Oslo Stock Exchange with ticker “HBC”.
Important information
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 “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 do 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 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The “Prospectus Regulation”
means Regulation (EU) 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 that are (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
investments 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 issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. The Company does not 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.
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. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. 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 any 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 any 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.
This announcement is made by and, and is the responsibility of, the Company.
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. 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. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.
Kilde
