NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
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Lytix Biopharma AS (the “Company” or “Lytix”) today, 9 April 2024, announces the contemplated launch of a partially guaranteed share offering (the “Offering”) of between 9,541,973 and 10,509,802 new shares (the “Offer Shares”) in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 5.24 per Offer Share. The Offering will, if completed, raise gross proceeds of approximately between NOK 50 million and NOK 55 million.
If the Offering is successfully completed, the Company expects that the proceeds, along with existing cash, will finance operations into 2025. The net proceeds from the Offering are anticipated to be used for several key initiatives, including co-financing a neoadjuvant study with LTX-315 in melanoma patients, completing the ATLAS-IT-05 trial, finance any potential follow-up steps post-results of Verrica Pharmaceuticals, Inc.'s phase II clinical trial for VP-315 (LTX-315), advancing LTX-401 into Phase I/IIa clinical trials, and continuing research into molecules in the discovery phase as well as collaborations to support the Company’s product data robustness and strategic partnerships. The allocation of the net proceeds may vary depending on a range of factors, such as the progress and results of the Company’s clinical development program and other developments in the field of cancer treatment.
The Company will submit a national prospectus dated 9 April 2024 (the “Prospectus”) regarding the Offering for registration with the Norwegian Register of Business Enterprises (“NRBE”) in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.
The Prospectus is expected to be published on 10 April 2024, and will be made available electronically on the Company’s website (https://www.lytixbiopharma.com/) once registration with the NRBE has been completed.
Statement from the CEO:
“We are confident that Lytix will play a key role in tomorrow’s cancer treatment. Strong shareholder support enables us to take the company through important upcoming milestones, working towards realizing both the next steps of current clinical studies, such as the promising phase II study with our partner Verrica Pharmaceuticals, and the initiation of a new study in early-stage cancer patients at the Oslo University Hospital, Radiumhospitalet,” says Dr. Øystein Rekdal, CEO of Lytix Biopharma.
The Offering:
The Offering will be made based on the Prospectus.
The Offering will be directed towards (i) the Company’s shareholders as of 11 April 2024 as registered in the Norwegian Central Securities Depository (the “VPS”) two trading days thereafter (on 15 April 2024) who are not resident in a jurisdiction where such offer would be illegal or would (excluding Norway) require the issuance of a prospectus, registration, or other similar action (the “Shareholders”), (ii) certain new investors who have, on certain terms, guaranteed to subscribe for shares in the Offering (the “Guarantor Investors”), and (iii) selected potential investors at the Company’s board of directors’ sole discretion (the “Potential Investors”). The Potential Investors will only be allotted Offer Shares in the event that the Offering is not fully subscribed by the Shareholders, and the Guarantor Investors will only be allotted shares to the extent that the Shareholders and Potential Investors do not subscribe for Offer Shares for gross proceeds of minimum NOK 50 million (the “Minimum Proceeds”).
The Company has received binding pre-commitments from certain Shareholders (the “Pre-committing Shareholders”) to subscribe for Offer Shares in the total amount of NOK 40 million. As compensation for this undertaking the Pre-committing Shareholders will receive a 5% fee on their pre-committed subscription amount. The total fee will amount to NOK 2 million, and will be settled by giving the Pre-committing Shareholders a correspondingly reduced subscription price for the Offer Shares they subscribe.
Furthermore, the Guarantor Investors have guaranteed to subscribe for Offer Shares in the total amount of up to NOK 10 million, to the extent necessary for the Company to obtain the Minimum Proceeds. Each Guarantor Investor is entitled to a fee of 5% of the Guarantee Commitment provided by such Guarantor Investor in the Offering, which shall be settled by a reduction in the total subscription amount due to be paid by such Guarantor Investor to the Company in the Offering, or (fully or partially) in cash at the Company’s discretion. The total fee will amount to NOK 500,000.
The application period for the Offer Shares commences, subject to publication of the Prospectus, on 10 April 2024 and expires on or about 24 April 2024 at 16:00 hours (CEST) (the “Application Period”), subject to any extensions. Instructions regarding the application procedure will be available in the Prospectus.
The Company expects to call for an extraordinary general meeting to be held on 25 April 2024, whereby the general meeting of the Company is expected to resolve to increase the share capital required to complete the Offering.
Notifications of allocation of Offer Shares and payment instructions are expected to be distributed on or about 25 April 2024, provided that the conditions for the Offering are fulfilled. Payment for Offer Shares is expected to fall due on 30 April 2024.
The Offer Shares will, when issued, be registered in the VPS in book-entry form and are expected to be delivered to the applicant’s VPS account during the first half of May 2024. It is expected that the Offer Shares will be admitted to trading on Euronext Growth in connection with being delivered to the applicant’s VPS account. The Offer Shares will have equal rights and rank pari passu with the Company’s existing Shares.
Completion of the Offering is conditional upon (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the general meeting of the Company resolving to issue the Offer Shares, and (ii) the payment of the subscription amount by the applicants.
The Company reserves the right, at any time and for any reason, to cancel and/or modify the terms of the Offering. The Company will not be liable for any losses incurred by applicants if the Offering is cancelled, irrespective of the reason for such cancellation.
No subscription rights are issued in connection with Offering. As such, Shareholders who want to apply for Offer Shares must use the application form appended to the Prospectus.
Advisors:
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
Redeye AB is acting as financial advisor to the Company.
Disclosure regulation:
This information is subject to a duty of disclosure pursuant to the Company’s continuing obligations as a company listed on Euronext Growth. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Gjest Breistein, Chief Financial Officer, at Lytix Biopharma AS on the date and time provided.
For more information, please contact:
Gjest Breistein, CFO
+47 952 60 512
gjest.breistein@lytixbiopharma.com
Important notices:
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 does not intend to register any part of the offering or their securities 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 (i) qualified investors in that Member State within the meaning of the Prospectus Regulation, and (ii) to fewer than 150, natural or legal persons , subject to obtaining the prior consent of the Company for any such offer, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 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 who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation, as the term is used in Article 1(4) and (6) of the Prospectus Regulation, that are also (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 investment 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 information 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 of the content of this announcement.
The Company makes no representation as to the accuracy or completeness of this announcement and does not accept 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 in the Company. The Company accepts no liability arising from the use of this announcement.
Lytix in brief:
Based in Oslo, Norway, Lytix Biopharma is a clinical stage immuno-oncology company developing novel cancer immunotherapies, an area within cancer therapy that is aimed at activating the patient’s immune system to fight cancer. The Company’s technology is based on pioneering research in “host defense peptides” – nature’s first line of defense towards foreign pathogens. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic molecule representing a new and superior in situ therapeutic vaccination principle to boost anti-cancer immunity, with the potential to be the ideal combination partner with other types of immunotherapy. LTX-315 target cancer cells and disintegrate their cell membranes, causing immunogenic cell death and release of a patient’s tumor specific antigens. This mode of action allows cytotoxic T cells to recognize, infiltrate, and attack cancer cells. The Company was listed on Euronext Growth in Oslo in June 2021, following a private placement covered by investors such as PBM Capital, a US based, healthcare-focused investment firm.
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