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.
Oslo, Norway, 26 January 2026: Reference is made to the stock exchange announcement published by Lytix Biopharma AS (“Lytix” or the “Company”) on 12 January 2026 regarding the notice of an extraordinary general meeting of the Company (the “EGM”). The EGM was held today, 26 January 2026. All proposed resolutions on the agenda were approved.
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Minutes of the EGM are attached hereto. The minutes and all documents relevant to the EGM are available on the Company’s website: www.lytixbiopharma.com.
The Subsequent Offering
As proposed by the board, the EGM resolved a subsequent offering (the “Subsequent Offering”) with gross proceeds of up to approx. NOK 30,000,000, corresponding to up to 3,333,333 new shares at NOK 9.00 per share.
The Subsequent Offering is directed to existing shareholders of the Company as of 8 January 2026 (as registered in the VPS two trading days after that date) who (i) were not included in the pre-sounding phase of the Private Placement announced on 9 January 2026 (the “Private Placement”), (ii) were not allocated any offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such an offering would be unlawful or would require, outside Norway, any prospectus, filing, registration or similar action (jointly, the “Eligible Shareholders”). Eligible Shareholders will receive non-transferable subscription rights. Oversubscription will be permitted.
The Company will, in connection with the Subsequent Offering, publish a national prospectus (the “Prospectus”) prepared in accordance with the rules of Chapter 7 of the Norwegian Securities Trading Act. The Prospectus is expected to be registered prior to the commencement of the subscription period. The EGM resolved that the subscription period for exercising subscription rights shall commence on 27 January 2026 at 13:00 (CET) and expire on 10 February 2026 at 16:30 (CET).
Please refer to the minutes and, when published, the Prospectus, for full details.
Conversion to a public limited company, including updated articles of association
As proposed by the board, the EGM resolved to convert the Company from a Norwegian private limited liability company (aksjeselskap) to a Norwegian public limited liability company (allmennaksjeselskap). This will also involve changing the registered company name from “Lytix Biopharma AS” to “Lytix Biopharma ASA.” In connection with the conversion, the EGM approved the necessary amendments to the articles of association. Please refer to the minutes for full details.
The conversion, including the name change, will take effect upon registration in the Norwegian Register of Business Enterprises.
Election of an additional board member
As proposed by the Nomination and Compensation Committee, the EGM elected Darlene Deptula-Hicks as an additional member of the board. She was elected for the period until the annual general meeting in 2027. Please refer to the minutes for full details.
Board authorization
As proposed by the board, the EGM resolved to grant the board authorization to increase the share capital by up to NOK 1,501,764. Please refer to the minutes for full details.
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.
Advisors:
DNB Carnegie, a part of DNB Bank ASA, is acting as manager in the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
For more information, please contact:
Gjest Breistein, CFO
+47 952 60 512
gjest.breistein@lytixbiopharma.com
About Lytix
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 (DNB Carnegie) 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.
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