NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES 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.
Oslo, 16 December 2024, Lytix Biopharma AS (“Lytix Biopharma” or the “Company”) has retained Carnegie AS and DNB Markets, a part of DNB Bank ASA, as joint bookrunners (the “Managers”), to advise on and effect a private placement of new shares raising NOK 90-100 million in gross proceeds (the “Private Placement”). The Company is also contemplating to effect a retail offering of new shares up to the NOK equivalent of EUR 1 million via the PrimaryBid platform (the “PrimaryBid Offering”) (together with the new shares in the contemplated private placement, the “Offer Shares”).
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The price per share in the Private Placement and the PrimaryBid Offering is fixed at NOK 6.00 per Offer Share (the “Offer Price”).
The net proceeds to the Company from the Private Placement and the PrimaryBid Offering will be used to (i) cover all costs required to complete the study for ATLAS-IT-05, (ii) cover costs related to supporting Verrica Pharmaceuticals in completing the ongoing LTX-315 based Phase II study, initiating and conducting the LTX—315 Phase III study, as well as work related to the documentation of the LTX-315 manufacturing process necessary for a future NDA submission (such as formal process validation batches and formal ICH stability studies), (iii) cover all costs through interim data in H2 2025 for NeoLIPA, (iv) cover costs associated with LTX-401 with new formulation ready for Phase I trials, and (v) general corporate purposes. The net proceeds from the Private Placement and the PrimaryBid Offering are expected to extend the Company’s cash runway through 2025.
Prior to launch of the Private Placement, the Managers have received pre-commitments and indications of interest from existing shareholders and new investors of NOK 75 million, including pre-commitments from:
• TAJ Holding AS: NOK 10 million
• Jakob Hatteland Holding AS: NOK 10 million
• Saturn Invest AS: NOK 19 million
• The Paul B. Manning Revocable Trust dated May 10, 2000: NOK equivalent to USD 0.1 million
Additionally, Jakob Hatteland Holding AS and TAJ Holding AS have provided an additional guarantee of NOK 25 million (against a 5% underwriting fee) to ensure minimum NOK 100 million gross proceeds being raised to the Company through the Private Placement and PrimaryBid Offering. The underwriting fee will be settled by way of issuing nominal value shares or a cash payment.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act 1933, as amended (the “Securities Act”), and (b) to investors in the United States who are QIBs as defined in Rule 144A under the Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The PrimaryBid Offering comprise a retail offer of up to EUR 1 million to the public in Norway, Denmark and Finland, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions.
Applications
The application period for the Private Placement opens today, 16 December 2024 at 16:30 (CET) and closes on 17 December 2024 at 08:00 (CET). The application period for the PrimaryBid Offering will commence today, 16 December 2024 at 16:30 (CET) and run until 21:00 (CET) on 16 December 2024 (together with the application period for the Private Placement, the “Application Periods”). The Company reserves the right to shorten, close or extend the Application Periods at any time and for any reason on short, or without notice. If the Application Periods are shortened or extended, the other dates referred to herein may be changed accordingly.
The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from relevant prospectus requirements are available. Further selling restrictions and transaction terms will apply. The Private Placement is for the avoidance of doubt solely directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements.
Applications in the PrimaryBid Offering can be made through the website of Nordnet Bank AB (“Nordnet”) from commencement of the application period for the PrimaryBid Offering and must be made before the end of the application period for the PrimaryBid Offering. A separate stock exchange notice related to the application procedure for the PrimaryBid Offering will be published shortly, which interested retail investors should read and understand, along with this announcement, as well as the information available about the PrimaryBid Offering published on Nordnet’s website (including risk factors), prior to applying for Offer Shares in the PrimaryBid Offering.
Allocation and settlement
Allocation of Offer Shares will be made at the sole discretion of the Company’s Board of Directors (the “Board”) in consultation with the Managers after expiry of the Application Periods (subject to any shortening or extension), who will focus on criteria such as (but not limited to) pre-commitments, indications from the wall-crossing phase, existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Notifications of allocations are expected to be distributed to applicants on or about 17 December 2024. The PrimaryBid Offering is incidental to the Private Placement and will in any case be limited to a maximum of the NOK equivalent of EUR 1 million. Allocations will be reduced at the Company’s discretion should demand exceed this limit. In any event, the PrimaryBid Offering will not be carried out if the Private Placement does not occur. The Private Placement is not conditional on the PrimaryBid Offering. Within the framework of the PrimaryBid Offering, investors may only subscribe via Nordnet, which is PrimaryBid’s unique partner in Norway.
Settlement in the Private Placement is expected to take place as follows:
Settlement of the Offer Shares in the Private Placement is expected to be split between Tranche 1 and Tranche 2. Settlement of Tranche 1 is expected to take place on or about 19 December 2024. The Offer Shares in Tranche 1 will be settled on a delivery-versus-payment (“DvP”) basis with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, to be borrowed from certain existing shareholders (in their capacity as such, the “Share Lenders”) by the Managers pursuant to a share lending agreement expected to be entered into between the Managers, the Company and the Share Lenders (the “Share Lending Agreement”). The share loan will be settled with new shares in the Company to be resolved issued by the Board pursuant to an authorization to increase the Company’s share capital granted by the Company’s general meeting held on 14 May 2024 (the “Board Authorization”). The Tranche 1 Offer Shares are expected tradeable on or about 17 December 2024.
Larger existing shareholders in the Company will receive settlement in Tranche 2. These applicants will not receive DVP settlement, but Offer Shares once the relevant capital increase has been registered with the Norwegian Register of Business Enterprises. As such, these persons cannot trade any Offer Shares before actually having received the Offer Shares in their respective VPS accounts.
Payment for Offer Shares in Tranche 2 is expected on or about 19 December 2024, with delivery of Offer Shares in Tranche 2 being expected to take place on or about 20 December 2024.
Completion of the Private Placement is subject to (i) all necessary resolutions required to implement the Private Placement, including the Board resolving to proceed with the Private Placement and allocate the Offer Shares and issue the Offer Shares pursuant to the Board Authorisation, (ii) the Share Lending Agreement remaining in full force and effect and (iii) the timely delivery of the shares to be borrowed by the Managers under the Share Lending Agreement for settlement in the Private Placement. The Company, in consultation with the Managers, reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement.
Settlement of the Offer Shares in the PrimaryBid Offering is expected to take place on or about 19 December 2024. The Offer Shares will be settled on a DvP basis with existing and unencumbered shares in the Company borrowed under the Share Lending Agreement. The Offer Shares allocated in the PrimaryBid Offering are expected tradeable on or about 17 December 2024.
Completion of the PrimaryBid Offering is subject to (i) completion of the Private Placement, (ii) all necessary resolutions required to implement the PrimaryBid Offering, including a resolution by the Board to consummate the PrimaryBid Offering and to allocate the Offer Shares and issue the Offer Shares pursuant to the Board Authorisation, (iii) the Share Lending Agreement remaining in full force and effect and (iv) the timely delivery of the shares to be borrowed by the Managers under the Share Lending Agreement for settlement in the PrimaryBid Offering. The Company, in consultation with the Managers, reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the PrimaryBid Offering.
Lock-ups
The Company has entered into a customary lock-up arrangement with the Managers that, subject to customary exceptions, will restrict their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 180 days after completion of the Private Placement.
Potential subsequent repair offering
The Board has considered the structure of the contemplated Private Placement and PrimaryBid Offering in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Growth Rule Book II and the Oslo Stock Exchange’s guidelines on the rule of equal treatment, and is of the opinion that the proposed Private Placement and PrimaryBid Offering are 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 a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. Furthermore, by including the PrimaryBid Offering, the Company makes the offering more accessible to all of its existing shareholders. Finally, the Board will consider to carry out a subsequent offering directed towards shareholders who do not participate in the Private Placement (see details below) in order to further limit the dilutive effect of the Private Placement. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement and PrimaryBid Offering 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 set aside.
Notwithstanding the above, the Company reserves the right, subject to, inter alia, completion of the Private Placement and depending on the participation of retail investors in the PrimaryBid Offering, 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 16 December 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) 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.
Advisors
Carnegie AS and DNB Markets, a part of DNB Bank ASA, are acting as joint bookrunners (the “Managers”).
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Gjest Breistein on 16 December 2024 at the time set out in this notice on behalf of the Company.
For further information, please contact:
Gjest Breistein, CFO
gjest.breistein@lytixbiopharma.com
+47 952 60 512
About Lytix Biopharma
Based in Oslo, Norway, Lytix Biopharma is a clinical-stage biotech company with a highly novel technology based on world leading research in host-defense peptide-derived molecules. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic molecule representing a new principle to boost anti-cancer immunity. Lytix Biopharma has a pipeline of molecules that can work in many different cancer indications and treatment settings, both as mono- and combination therapy.
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 does 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. 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.
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. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 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.
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