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, Norway, 9 January 2026: Lytix Biopharma AS (“Lytix Biopharma” or the “Company”) has successfully completed a private placement of new shares (the “Offer Shares”), raising approximately NOK 61 million in gross proceeds (the “Private Placement”). The Company has allotted 6,826,200 Offer Shares at a subscription price of NOK 9.00 per share in the Private Placement.
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The Private Placement amount corresponds to a 10% share capital increase and constitutes the full amount pursuant to relevant the authorization held by the Company’s board of directors. Only selected larger existing shareholders and management were invited to participate. The Private Placement attracted strong interest and was oversubscribed, with participation from 13 existing shareholders, including the Company’s CFO and CSO, and:
• Saturn Invest AS: NOK 20.0 million,
• TAJ Holding AS: NOK 15.0 million, and
• Jakob Hatteland Holding AS: NOK 11.9 million.
To complete the Private Placement, the board of directors has resolved to increase the Company’s share capital by NOK 682,620 through the issuance of 6,826,200 new shares. The resolution was passed pursuant to an authorization granted by the Company’s general meeting held on 29 April 2025. Following registration of the share capital increase, the Company will have a share capital of NOK 7,508,820.20, divided into 75.088.202 shares, each with a par value of NOK 0.10.
Use of proceeds
The net proceeds from the Private Placement will be used to advance the Company’s key development activities, including completion of the NeoLIPA study in 2026, conducting preparatory work and readiness activities for potential future clinical trials, and supporting business development efforts, partner discussions and engagement with leading specialists. The proceeds will also be used for general corporate purposes.
The Private Placement received strong support from existing shareholders, highlighting their continued confidence in Lytix Biopharma’s innovative technology, clinical strategy, execution capabilities and promising outlook. The strengthened balance sheet offers financial flexibility and options, allowing the Company to maintain momentum across its key activities while exploring strategic opportunities, including potential partnerships and new investor participation, on the best possible terms.
“We are delighted with the enthusiastic support from our existing shareholders in this private placement,” said Dr. Øystein Rekdal, CEO of Lytix Biopharma. “Building on the solid clinical and operational progress achieved in 2025, we enter 2026 with a highly attractive set of opportunities. This capital infusion bolsters our ability to execute on key milestones, including completing the NeoLIPA study in 2026, and positions us optimally to advance value-enhancing partner and investor discussions.”
The net proceeds from the Private Placement are expected to extend the Company’s cash runway through 2026 and into 2027.
Settlement
Issuance of the Offer Shares is expected to take place on or about 16 January 2026 and will occur after registration of the share capital increase pertaining to the Offer Shares in the Norwegian Register of Business Enterprises, followed by issuance and delivery in the VPS, subject to timely payment by all applicants allotted Offer Shares.
The Offer Shares may not be transferred or traded before they are fully paid for and the registrations in the Norwegian Register of Business Enterprises and the VPS have been completed.
Equal treatment considerations and subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The board of directors has considered the structure of the Private Placement in light of the equal‑treatment obligations under the Norwegian Private Limited Companies Act, and is of the opinion that the Private Placement complies with these requirements. By structuring the transaction as a private placement, the Company is able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risk compared with a rights issue.
On this basis, and taking into account current equity‑market conditions, the board of directors considers the Private Placement to be in the common interest of the Company and its shareholders.
To mitigate the dilutive effects for existing shareholders who do not participate in the Private Placement, the Company will, subject to completion of the Private Placement and certain other conditions, including preparation of a national prospectus and approval by the Company’s general meeting, carry out a subsequent repair offering of up to NOK 30 million, equivalent to 3,333,333 new shares, at NOK 9.00 per share (the “Subsequent Offering”). The Subsequent Offering will be directed to existing shareholders in the Company as of 8 January 2026 (as registered in the VPS two trading days thereafter) 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 an offering would be unlawful or would, in jurisdictions other than Norway, require any prospectus, filing, registration, or similar action. It is contemplated that eligible shareholders will receive non-tradable subscription rights, and that oversubscription will be permitted.
The Subsequent Offering is subject to (i) the completion of the Private Placement, (ii) the necessary corporate approvals, including the general meeting resolving to issue new shares or authorizing the board of directors to issue new shares in the Subsequent Offering, and the board of directors subsequently resolving to issue new shares in the Subsequent Offering, (iii) the publication of a national prospectus pertaining to the Subsequent Offering, and (iv) the prevailing market price of the Company’s shares following the Private Placement. The Company may, in consultation with the Manager (as defined below), decide that the Subsequent Offering will not be carried out if the Company’s shares trade at or below the subscription price in the Subsequent Offering at sufficient volumes.
As the contemplated Subsequent Offering must be approved by the Company’s general meeting, the Company intends to call an extraordinary general meeting on or about 26 January 2026. The notice and details of such extraordinary general meeting will be announced by the Company in a separate announcement. At such general meeting, the board is expected to propose converting the Company from a Norwegian private limited liability company (Norwegian: aksjeselskap) to a Norwegian public limited liability company (Norwegian: allmennaksjeselskap).
Advisors
DNB Carnegie, a part of DNB Bank ASA, is acting as sole bookrunner in the Private Placement (the “Manager”).
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 9 January 2026 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 Manager 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. Neither the Company nor the Manager 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. Neither the Company nor the Manager 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 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
Joint Steering Committee (JSC)
Kort sagt: Lytix skal være med i en Joint Steering Committee, som fungerer som et felles styringsorgan for utvikling og strategi.
Queen Elizabeth II Centre (QEII Centre)
December 10-12