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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Reference is made to the stock exchange notice published by Nykode Therapeutics ASA (“Nykode” or the “Company”, ticker code “NYKD”) related to the contemplated private placement in the Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully placed, raising approximately NOK 286 million in gross proceeds through the allocation of 65,000,000 new shares (the “Offer Shares”) at a subscription price of NOK 4.40 per share (the “Offer Price”).
The Private Placement was multiple times oversubscribed with substantial interest from local and international investors. Rasmussengruppen, who is represented on the board of directors of the Company (the “Board”), was allocated its pro rata share of approximately 11% in the Private Placement and Andenæsgruppen (with associated parties) who is also represented on the Board, accepted a reduced allocation of 50% in order to allow allocation of a satisfactory number of shares to international high-quality investors.
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.
Timeline and settlement
Notifications of allocation and payment instructions are expected to be communicated by the Managers to the applicants allocated Offer Shares on or about 28 August 2026.
The Offer Shares are expected to be tradable from 31 August 2026 (T+1) following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises (the “NRBE”). Settlement and delivery of Offer Shares will be made on a delivery-versus-payment (DVP) basis on or about 1 September 2026 (T+2) and be facilitated by a pre-funding agreement (the “Pre-funding Agreement”) entered into between the Company and the Managers.
The Board has resolved to issue the Offer Shares in accordance with the authorisation to issue new shares granted to the Board by the Company’s annual general meeting on 13 May 2026. Following registration of the share capital increase pertaining to the issuance of the Offer Shares, the Company will have a share capital of NOK 3,915,464.44, divided into 391,546,444 shares, each with a nominal value of NOK 0.01.
Completion of the Private Placement is subject to (i) the Pre-funding Agreement remaining unmodified and in full force and effect pursuant to its terms and conditions, (ii) the share capital increase pertaining to the issuance of the Offer Shares being validly registered with the NRBE and (iii) the Offer Shares being validly issued and registered with the VPS (jointly, the “Conditions”).
Allocations of Offer Shares
The following close associates of primary insiders of the Company have subscribed for and been allocated Offer Shares at the Offer Price:
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Rasmussengruppen AS, a close associate of primary insider Trygve Lauvdal, member of the Board, was allocated 7,200,000 Offer Shares; and
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Norda ASA and Victoria India Fund, close associates of primary insider Christian Åbyholm, member of the Board, were each allocated 1,705,000 Offer Shares.
Further details will be released in a separate announcement.
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 associated parties and Andenæsgruppen and associated parties have agreed to a lock-up period of 90 days.
Potential subsequent repair offering and equal treatment considerations
The Private Placement represents a deviation from the existing shareholders’ pre-emptive right to subscribe for new shares in the Company. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited 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. The Board is of the opinion that it will be in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the transaction as a private placement, the Company was able to utilize current market conditions to raise capital in an efficient manner and with lower completion risk, which allowed the Company to raise capital at a lower discount compared to a rights issue. On this basis, the Board has concluded to not carry out a subsequent repair offering.
Advisors
ABG Sundal Collier ASA, Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA acted as joint global coordinators and joint bookrunners (the “Managers”) in the Private Placement. Advokatfirmaet Schjødt AS acts as legal advisors 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 believed 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 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 falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it may 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.
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