NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SWITZERLAND 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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Nykode Therapeutics ASA (“Nykode” or the “Company”, ticker code “NYKD”) has retained ABG Sundal Collier ASA, Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA, as joint global coordinators and joint bookrunners (jointly, the “Managers”) in connection with a contemplated private placement of up to 65 million new shares in the Company (the “Offer Shares”), equivalent to approximately 20% of the outstanding shares in the Company (the “Private Placement”).
The final number of Offer Shares and the price per Offer Share (the “Offer Price”) will be determined by the Company’s board of directors (the “Board”), in consultation with the Managers, on the basis of an accelerated bookbuilding process. The Offer Price will be denominated in NOK.
The net proceeds from the Private Placement will be used to: (i) strengthen Nykode’s position for potential partnering by development of VB.10.NEO (including potential next-gen) and advancement of manufacturing enhancements, (ii) support accelerated transition of abi-suva from phase 2 to phase 3, (iii) explore expansion of abi-suva into locally advanced settings via a KOL-led Investigator Initiated Trial (IIT) targeting early-stage patient population recently validated by peer data, (iv) progress the Tolerance platform towards first clinical development by identifying a lead program within H1 2027, and (v) general corporate purposes.
Assuming positive final outcome from the pending tax case, the net proceeds from the Private Placement along with existing cash will sustain runway well into 2029, beyond important inflection points.
Pre-commitments
Shareholders represented on the Company’s Board, Rasmussengruppen and Andenæsgruppen with associated parties have, subject to certain customary conditions, pre-committed to apply for Offer Shares on a pro rata basis, corresponding to their respective shareholdings of approximately 11% each.
Bookbuilding Period
The bookbuilding period for the Private Placement commences today, 27 August 2026, at 16:30 (CEST) and is expected to close on 28 August 2026 at 08:00 (CEST). The Company and the Managers may, at their sole discretion extend or shorten the bookbuilding period at any time and for any reason and on short or without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.
Allocation and selling restrictions
The Private Placement will be directed towards existing shareholders as well as other Norwegian and international investors, in each case subject to an exemption from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions, and subject to other selling restrictions.
The minimum application and allocation in the Private Placement have been set to the number of Offer Shares that equals an aggregate subscription amount of at least the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act, the Prospectus Regulation (as defined below) and ancillary regulations, or similar legislation in other jurisdictions, are available.
The allocation of Offer Shares will be at the Board’s discretion, based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, price leadership, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares.
Settlement and conditions
The Offer Shares will be settled on a delivery-versus-payment (DVP) basis on 1 September 2026 (T+2), expected to be facilitated through a pre-funding agreement between the Company and the Managers (the “Pre-funding Agreement”).
The Offer Shares are expected to be tradable from 31 August 2026, subject to any extensions of the bookbuilding period, fulfilment of the Conditions (as defined below) and following registration of the new share capital in the Norwegian Register of Business Enterprises.
The completion of the Private Placement is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made by the Company, including without limitation, the Board resolving to complete the Private Placement, at its sole discretion, including to issue the Offer Shares in the Private Placement pursuant to an authorisation to issue new shares granted to the Board by the Company’s annual general meeting on 13 May 2026, and (ii) the Pre-funding Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions (the “Conditions”).
Up until notice of allocation, the Private Placement may be modified or cancelled by the Company in its sole discretion for any reason. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation.
Lock-ups
The Company, the members of the Board and the executive management have agreed to a lock-up period of 180 days, and Rasmussengruppen and Andenæsgruppen have agreed to a lock-up period of 90 days, in each case from completion of the Private Placement and subject to customary exceptions.
Potential subsequent repair offering and 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 Liability Companies Act, the rules of equal treatment set out in the continuing obligations for companies admitted to trading on Euronext Oslo Børs and the guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements.
The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions. A private placement enables the Company to reduce execution and completion risk, allows the Company to raise capital more quickly, and to raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market-based offer price should therefore be achieved. On this basis and based on an assessment of the current equity markets, the Board has considered that the Private Placement is in the common interest of the Company and its shareholders.
The Company will, subject to completion of the Private Placement, consider conducting a subsequent repair offering (“Subsequent Offering”) at the Offer Price directed towards shareholders of the Company as of 27 August 2026, 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. The launch of the Subsequent Offering, if carried out, will also further be conditional on, among other things, approval by the Board and the extraordinary general meeting of the Company, and publication of a prospectus.
Advisors
ABG Sundal Collier ASA, Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA act as Managers in the Private Placement. Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
Contact for Nykode Therapeutics ASA:
IR@nykode.com
Harald Gurvin, CFO
Tel: +47 975 20 363, Email: hgurvin@nykode.com
Disclosure requirements
This announcement contains inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Harald Gurvin, CFO at Nykode Therapeutics ASA at the time and date stated above in this announcement.
IMPORTANT NOTICE
This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, Switzerland or the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or
invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Offer Shares are being offered and sold (i) inside the United States to persons reasonably believe to be “qualified institutional buyers” as defined in Rule 144A of the U.S. Securities Act and (ii) outside the United States in accordance with Regulation S under the U.S. Securities Act.
In any EEA Member State, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of the Prospectus Regulation, 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 (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at persons who are “qualified investors”, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, Relevant Persons. These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
The Managers are acting exclusively for the Company in connection with the Private Placement 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 providing advice in relation to the Private Placement or any transaction or arrangement referred to in this announcement.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. 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 and each of them expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
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. Neither the
Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
