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UNLAWFUL
Oncoinvent ASA (“Company”) has retained ABG Sundal Collier ASA and DNB Carnegie,
a part of DNB Bank ASA (the “Managers”) to advise on and effect a contemplated
private placement of new shares in the Company (the “Offer Shares”), raising
gross proceeds of up to NOK 140million (the “Private Placement”). The offer
price per share and the final number of Offer Shares to be issued in the Private
Placement will be at a fixed price of NOK 90 per Offer Share.
The Company will also conduct a separate offering of new shares (the “Retail
Offer Shares”) directed at retail investors to raise gross proceeds of up to the
NOK equivalent of EUR 1 million, subject to applicable exemptions from
prospectus requirements, to be facilitated through Nordnet Bank AB (“Nordnet”)
and made through its facilities. Application period for the Retail Offering
commences at 16:45 (CEST) on 22 September 2026 and will run until 21:00 (CEST)
on 22 September 2026 (the “Retail Application Period”).
The net proceeds from the Private Placement will enable the Company to:
· Progress the ongoing phase 2 study beyond a more mature interim readout in
March / April 2027 on close to all patients, of which approximately 40-45 will
have had 9+ months follow-up;
· Complete recruitment for the phase 2 study, expected during H1 2027, more
specifically around April at the current recruitment pace;
· Deliver regulatory alignment with the FDA and EMA, culminating in phase 3
IND / CTA submission, and;
· Advance phase 3 readiness and early start-up activities
Along with existing cash, the net proceeds from the Private Placement will
prolong the cash runway into H2 2027, beyond the phase 2 interim readout
expected in March / April 2027.
Background for the Private Placement
· Oncoinvent has guided on a late H2 2026 interim read-out in its phase 2
study, evaluating Radspherin in patients with peritoneal metastases from ovarian
cancer
· Recruitment has accelerated meaningfully in 2026, with more patients
recruited in the first 5 months than in 2025 as a whole
·
· The Company has to date recruited 69 of the planned total of 108 patients
· To capitalize on this significant uptick in recruitment pace, the Company is
considering a March / April 2027 read-out, at or close to full recruitment of
the study. This new readout makes the current readout planned for H2 2026
redundant, and allows the readout to be based on twice the number of patients
having completed the 9-month follow-up, significantly increasing the materiality
of the results
· To finance this deliberate step in strengthening the quality of the
underlying dataset, the Company is contemplating the Private Placement to
finance operations through to this new key milestone and towards readiness for
and start of a pivotal study in ovarian cancer
Pre-commitments and subscriptions by primary insiders
The Company’s two largest shareholders have, subject to certain customary
conditions, pre-committed to apply for Offer Shares in the Private Placement
(the “Pre-Committed Investors”):
· Linc AB for approximately NOK 17.4 million, equivalent to their pro-rata
share of 12.40%; and
· Hadean Ventures with associated parties (“Hadean”) for approximately NOK
17.3 million, equivalent to their pro-rata share of 12.38%. Hadean is
represented on the board of directors.
The Pre-Committed Investors will receive full allocation based on their pre
-committed amounts.
The following primary insiders have indicated that they will subscribe for and
will be allocated Offer Shares for the following subscription amounts:
. Øystein Soug (CEO, through Abakus Invest AS) for NOK 300,000,
. Ramzi Amri (CFO) for NOK 270,000
. Gillies O’Bryan-Tear (Chairman of the Board) for ca. NOK
886,000
. Gro Hjellum (COO) for NOK 45,000
. Ingrid Akay (Board member, through Teakay Invest AS), pro rata,
for ca. NOK 336,000
The Private Placement consists of (i) a first tranche with up to 1,109,000 Offer
Shares (“Tranche 1”) and (ii) a second tranche with a number of Offer Shares
which results in a total transaction (i.e. both tranches) that equals the final
offer size (“Tranche 2”).
All applicants who are allocated Offer Shares are expected to receive Offer
Shares in Tranche 1, except for the Pre-Committed Investors, primary insiders
and certain existing shareholders, who are expected to receive Offer Shares in
Tranche 2. All investors allocated Offer Shares in Tranche 1 will receive
existing shares in the Company that are tradeable on Euronext Oslo Børs,
facilitated by a share loan pursuant to a share lending agreement entered into
between the Company, the Managers, and the Pre-Committed Investors (the “Share
Lending Agreement”).
Bookbuilding Period
The bookbuilding period for the Private Placement will commence today, 22
September 2026 at 16:30 (CEST) and close on 23 September 2026 at 08:00 (CEST)
(the “Bookbuilding Period”). The Company and the Managers may, however, at their
sole discretion, resolve to extend or shorten the Bookbuilding Period at any
time and for any reason on short or without notice. If the Bookbuilding Period
is extended or shortened, the other dates referred to herein may be amended
accordingly.
The Private Placement will be directed towards investors subject to and in
compliance with applicable exemptions from relevant prospectus, filing and other
registration requirements. The minimum application and allocation amount in the
Private Placement has been set to 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 and ancillary regulations (including Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017)
are available.
Allocation and settlement
Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Managers, following the expiry of the
Bookbuilding Period. The Board will focus on criteria such as (but not limited
to) pre-commitments, existing ownership in the Company, timeliness of the
application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon and other criteria. The Pre
-ommitted Investors will receive full allocation.
Notification of allocation and payment instructions are expected to be
distributed by the Managers on or about 23 September 2026.
The new shares in Tranche 1 and Tranche 2 as well as the Retail Offer Shares
(the “New Shares”) will be issued by the Board pursuant to the board
authorization granted by the general meeting of the Company held on 20 May 2026
(the “Board Authorisation”). The date for settlement of the Private Placement is
expected to be on or about 25 September 2026, subject to any shortening or
extension of the Bookbuilding Period. Settlement in Tranche 1 and in the Retail
Offering expected to be made on a delivery-versus-payment (DVP) basis by
delivery of existing and unencumbered shares in the Company that are already
listed on Euronext Oslo Børs, pursuant to the Share Lending Agreement. The Offer
Shares allocated in Tranche 1 are hence expected to be tradable upon
allocation.
Offer Shares allocated in Tranche 2 will be delivered following registration of
the share capital increase in the Norwegian Register of Business Enterprises
(“NRBE”).
Upon registration, up to 895,681 of such New Shares will be issued on the
Company’s existing ISIN, and will be delivered (i) first to investors who were
allocated Offer Shares in Tranche 2 and (ii) thereafter as partial settlement of
the share loan pursuant to the Share Lending Arrangement. These New Shares will
be tradable from the time of registration with NBRE. The remaining New Shares
will be issued on a separate, temporary ISIN pending approval by the Norwegian
Financial Supervisory Authority (Norwegian: Finanstilsynet) of a listing
prospectus and will be utilised to settle the remaining portion of the share
loan pursuant to the Share Lending Arrangement. The New Shares delivered on the
separate, temporary ISIN will thus not be listed or tradeable on Euronext Oslo
Børs until such listing prospectus has been approved and published, expected
during Q4 ] 2026.
RETAIL OFFERING THROUGH NORDNET
To give retail investors the opportunity to participate on the same terms as
institutional investors, the Company is also conducting the Retail Offering,
facilitated through Nordnet. The Retail Offering is open to the public in Norway
and allows individual investors to subscribe for new shares at the Offer Price,
up to a maximum of the NOK equivalent of EUR 1 million in aggregate, subject to
applicable exemptions from prospectus requirements and other applicable filing
and registration requirements. Applications in the Retail Offering can be made
through Nordnet’s website from commencement of the Retail Application Period and
must be submitted before the end of the Retail Application Period. Further
information regarding payment and delivery in respect of the Retail Offering is
available at: www.nordnet.no/aksjer/ipo-emisjon
(http://www.nordnet.no/aksjer/ipo-emisjon). Information regarding the Retail
Offering will be available around 16:45 (CEST) on 22 September 2026. The Retail
Offering will not be carried out if the Private Placement is not completed. The
Private Placement is not conditional on the Retail Offering. Each applicant in
the Retail Offering accepts the following by placing an application through
Nordnet’s platform: an investment in the Retail Offer Shares is made solely at
the applicant’s own risk and is based on the applicant’s own assessment of the
Company and the Retail Offer Shares. An investment in the Retail Offer Shares is
only suitable for investors who can afford to lose the investment amount. No
prospectus or other document providing a similar level of disclosure has been
prepared in connection with the Retail Offering. Allocation of Retail Offer
Shares in the Retail Offering will be determined by the Board at its sole
discretion following the expiry of the Retail Application Period. The Retail
Offering is limited to a maximum total amount of the NOK equivalent of EUR 1
million.
Conditions for completion
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions required to implement the Private Placement, including the Board
resolving to proceed with the Private Placement, allocate the Offer Shares and
issue the Offer Shares pursuant to the Board Authorisation, and (ii) the Share
Lending Agreement remaining unmodified and in full force and effect.
The Private Placement may be cancelled if the above-mentioned conditions are not
fulfilled and may be cancelled by the Company or the Managers in their sole
discretion at any time and for any other reason and on short or without notice.
Neither the Managers nor the Company will be liable for any losses if the
Private Placement is cancelled, irrespective of the reason for such
cancellation.
Lock-up
The Company, members of the Company’s management and the Company’s Board have
agreed to a lock-up undertaking for a period of 180 calendar days subject to
customary exemptions. Certain shareholders with board representation as well as
Linc AB have agreed to a lock-up undertaking for a period of 180 days, subject
to customary exemptions.
Equal treatment considerations and potential subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for and be allocated Offer Shares. The Board has considered
the Private Placement in light of the equal treatment obligations under the
Norwegian Public Limited Companies Act, and deems that the proposed Private
Placement is in compliance with these obligations. The Board is of the view that
it will be in the common interest of the Company and its shareholders to raise
equity through a private placement. By structuring the equity raise as a private
placement, the Company expects to raise equity efficiently, with a lower
discount to the current trading price, at a lower cost and with a significantly
reduced completion risk compared to a rights issue. The Company expects to be in
a position to complete the contemplated equity issue in today’s market
conditions in an efficient manner, at a higher subscription price and at
significantly lower cost and with a lower completion risk than would have been
the case for a rights issue.
The Company may, subject to completion of the Private Placement and certain
other conditions, and subject also the prevailing market price of the Company’s
shares, resolve to carry out a subsequent repair offering (the “Subsequent
Offering”) of new shares at the Offer Price in the Private Placement which,
subject to applicable securities law, will be directed towards existing
shareholders in the Company 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. Launch of a
Subsequent Offering, if carried out, will be contingent on the approval and
publication of a prospectus. The Company reserves the right in its sole
discretion to not conduct or to cancel the Subsequent Offering.
Company presentation
An updated company presentation will be available at the Company’s website:
www.oncoinvent.com.
Advisors
ABG Sundal Collier ASA and DNB Carnegie, a part of DNB Bank ASA are acting as
Joint Global Coordinators and Joint Bookrunners in the Private Placement.
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in
connection with the Private Placement.
For further information, please contact:
Oystein Soug, Chief Executive Officer
Email: IR@oncoinvent.com (soug@oncoinvent.com)
Oncoinvent is developing Radspherin®, a receptor-independent alpha radiation
therapy that leverages the unique anatomy of the abdominal cavity to destroy
residual micrometastases using a single, highly localized dose of alpha
radiation. The initial clinical focus is treatment of ovarian and colorectal
cancer patients after surgical removal of the primary tumor and visible
metastases in the peritoneum, the thin membrane lining the abdominal cavity and
covering the abdominal organs.
This radiopharmaceutical is designed to prevent or delay recurrence in the
peritoneal cavity, keeping patients disease-free for longer than the current
standard of care and thereby also impacting overall survival. It is broadly
applicable to any cancer that spreads to the peritoneum, e.g. ovarian,
colorectal, and gastric cancers. Radspherin® stands out for its simplicity,
excellent safety profile, and seamless integration into existing surgical
workflows. Oncoinvent’s product is easy to use, avoids systemic delivery and
significant toxicity. It is also differentiated in being simple to manufacture,
scalable, and supply de-risked.
Data from two trials in ovarian (phase 1) and colorectal (phase 1/2a) cancers,
are highly promising, showing an excellent safety profile and meaningful signals
of efficacy. Interim data from an ongoing, randomized, controlled phase 2
ovarian cancer trial is expected in 2026. With cost-effective manufacturing,
blockbuster potential, active pharma partnership momentum, plus strong
endorsements from leading experts, Oncoinvent is built for scale and commercial
success, and is set to become the new standard for post-surgical cancer care.
The Company was founded by the originators of Algeta and Xofigo (acquired by
Bayer).
Important notice
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 Renate Birkeli, Director
Investor Relations, on the date and at the time set out above, on behalf of the
Company.
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 “U.S.
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 U.S. 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 U.S. 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 as amended (together with any
applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at, and any
investment or investment activity to which it relates is available only to, and
will be engaged in only with, (a) persons who have professional experience,
knowledge and expertise in matters relating to investments and qualifying as
“investment professionals” for the purposes of article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)
(all such persons being referred to as “relevant persons”) and (b) only in
circumstances falling within the circumstances set out in Part 1 of Schedule 1
to the UK Public Offers and Admissions to Trading Regulations 2024 (the
“POATRs”). Consequently, any recipient understands that the securities may be
offered only to “qualified investors” as defined in paragraph 15 of Schedule 1
to the POATRs, or to limited numbers of UK investors, or only where minimum
consideration is required for the securities offered. Any investment or
investment activity is available only to relevant persons and will be engaged in
only with relevant persons, and each recipient warrants that it is a relevant
person. Any person who is not a relevant person should not act or rely on this
communication or any of its contents.
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. 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 their
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 Company does
not make any guarantee that the assumptions underlying the 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 the 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. The Company does not 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.
Neither the Managers nor any of their affiliates make 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. Neither the
Managers nor any of their affiliates accept any liability arising from the use
of this announcement.
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.
Kilde
