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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
2 December 2025: Reference is made to the stock exchange announcements published
by Oncoinvent ASA (the “Company”) on 30 June 2025 and 4 August 2025, and
subsequent announcements, regarding the contemplated fully underwritten rights
issue of 260,000,000 new shares in the Company (the “Offer Shares”) raising
gross proceeds of NOK 130 million (the “Rights Issue”).
The subscription period for the Rights Issue expired on 1 December 2025 at 16:30
hours (CET).
At the expiry of the subscription period in the Rights Issue, the Company had
received valid subscriptions for a total of 180,902,224 Offer Shares.
The final allocation of the Offer Shares in the Rights Issue has now been
completed based on the allocation criteria set out in the Company’s prospectus
dated 28 October 2025 (the “Prospectus”).
The board of directors of the Company has allocated a total of 260,000,000 Offer
Shares in the Rights Issue, of which 180,902,224 Offer Shares were allocated
based on valid subscriptions and the remaining Offer Shares were allocated to
the underwriters in their capacity as such.
Notifications of allocated Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed during the
course of today, on 2 December 2025. Payment for the allocated Offer Shares
falls due on 8 December 2025 in accordance with the payment procedures described
in the Prospectus.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). Subject to the extraordinary general meeting of the Company
to be held on 5 December 2025 approving the required share capital reduction to
reduce the nominal value of the shares in the Company (as further described in
section 7.4.3 of the Prospectus) and any other resolutions required to complete
the Rights Issue, it is expected that the share capital increase will be
registered in the Norwegian Register of Business Enterprises on or about 9
December 2025. The Offer Shares are expected to commence trading on the Oslo
Stock Exchange on or about 10 December 2025.
Further, subject to completion of the Rights Issue, a total of 31,199,997 new
shares, each at a price of NOK 0.50 (the “Underwriting Commission Shares”) will
be delivered to the underwriters pursuant to the separate underwriting
agreements dated 30 June 2025 as settlement of their entitlement to commission
under said agreements. The Underwriting Commission Shares will be issued
pursuant to the authorisation to increase the Company’s share capital, granted
to the board of directors at the extraordinary general meeting held on 4 August
2025. The subscription price of NOK 0.50 per Underwriting Commission Share is
equal to the subscription price in the Rights Issue. The Underwriting Commission
Shares will be issued on or about the same time as the Offer Shares.
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA are acting as
joint lead managers and joint bookrunners (the “Managers”) for the Rights Issue.
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 of the Norwegian Securities Trading Act. This stock exchange
announcement was published on instructions by Tore Kvam, CFO, at the date and
time as set out above.
For further information, please contact:
Oystein Soug, Chief Executive Officer
Email:(soug@oncoinvent.com)
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
About Oncoinvent
Oncoinvent is a clinical-stage biotechnology company developing novel
radiopharmaceutical therapies against cancer. The lead product candidate,
Radspherin®, uses the alpha-emitting radionuclide radium-224, directly targeting
micro-metastases in the peritoneum post-surgery, harnessing the benefits of
modern radiopharmaceuticals without the complexities of biological targeting.
Oncoinvent is investigating the safety and efficacy of Radspherin® in a clinical
development program in two indications. One Phase 1 trial and one Phase 1/2a
trial have been completed and one randomized Phase 2 trial in ovarian cancer is
currently ongoing in the US and Europe. Early clinical efficacy data are highly
encouraging, and no serious toxicity or safety concerns have been reported to
date. Oncoinvent runs a state-of-the-art manufacturing facility to produce drug
products for clinical trials in Nydalen, Oslo. Oncoinvent is listed on the Oslo
Stock Exchange.
About Radspherin®
Radspherin® is an innovative internal radiation therapy designed to directly
target microscopic metastases in the abdominal cavity following surgery.
Radspherin® is currently in development as a post-surgical treatment for
patients with cancer that has spread to the abdominal cavity - a group with very
limited treatment options today. The drug candidate offers a distinctly unique
therapeutic approach with several differentiating features, including the use of
radium-224, single-dose treatment with a sustained therapeutic effect, non
-systemic administration, direct targeting and an exceptional dose-to-tumor
ratio, maximizing efficacy while limiting harm to healthy tissue
IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus prepared by the Company in connection the Rights Issue,
as approved by the The Financial Supervisory Authority of Norway (Nw.
Finanstilsynet)on 28 October 2025. This announcement is an advertisement and is
not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the “Prospectus Regulation”). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus is available
from the Company’s registered office and, subject to certain exceptions, on the
website of the Managers.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as “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.
Any investment or investment activity to which this announcement relates is
available only to 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, 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. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 Rights Issue 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 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.
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