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OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
Reference is made to the stock exchange announcement made by Oncoinvent ASA (the
“Company”) on 22 September 2026 regarding the launch of a private placement of
new shares in the Company (the “Offer Shares”) (the “Private Placement”) at a
fixed price per share of NOK 90.00 (the “Subscription Price”), and 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 and made through its facilities (the “Retail Offering”, together
with the Private Placement, the “Offering”).
The Company is pleased to announce that the Offering has been successfully
placed, through the allocation of 1,650,000 Offer Shares at the Subscription
Price, raising gross proceeds to the Company of NOK 148.5 million.
“Oncoinvent is developing alpha radiation therapy for patients whose cancer has
spread to the abdominal cavity, patients with few treatment options and a high
risk of relapse. This financing lets us base a Phase 2 interim readout in
ovarian cancer on a larger, more mature dataset, and push ahead with Phase 3
preparations. Thank you to Linc, Hadean Ventures and our other old and new
shareholders for their support,” said Øystein Soug, CEO of Oncoinvent.
“A more robust dataset gives Oncoinvent the strongest possible foundation for
its next phase, and the Board firmly backs that approach. We’re grateful for our
shareholders’ commitment, and with funding now secured beyond this milestone, we
have full confidence in management’s ability to deliver,” said Gillies O’Bryan
-Tear, Chair of the Board of Oncoinvent.
The Private Placement consisted of 1,531,000 Offer Shares (approximately NOK
137.8 million) and the Retail Offering consisted of 119,000 Offer Shares
(approximately NOK 10.7 million).
The net proceeds from the Offering 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.
The Company’s two largest shareholders pre-committed to apply for, and were
allocated, Offer Shares in the Private Placement in the following amounts:
· Linc AB: Offer Shares for NOK approximately 17.4 million; and
· Hadean Ventures with associated parties (“Hadean”): Offer Shares for
approximately NOK 17.3 million. Hadean is represented on the board of directors.
The following primary insiders applied for and were allocated Offer Shares for
the following subscription amounts:
· Øystein Soug (CEO, through Abakus Invest AS): Offer Shares for NOK 299,970
· Ramzi Amri (CFO): Offer Shares for NOK 270,000
· Gillies O’Bryan-Tear (Chairman of the Board): Offer Shares for NOK 886,140
· Gro Hjellum (COO): Offer Shares for NOK 45,000
· Ingrid Akay (Board member, through Teakay Invest AS): Offer Shares for NOK
358,560
· Kari Grønås (Board member, through K og K AS): Offer Shares for NOK 29,880
Allocation and settlement
Notification of allocation and payment instructions are expected to be
distributed by the Managers (as defined below) on or about 23 September 2026.
The Offer Shares have been allocated in two tranches: (i) a first tranche with
990,689 Offer Shares (“Tranche 1”) and (ii) a second tranche with 541,311 Offer
Shares (“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, Hadean and Linc AB (the “Share Lending
Agreement”).
The new shares in Tranche 1 and Tranche 2 as well as the Retail Offer Shares
(the “New Shares”) have been resolved issued by the Board pursuant to the board
authorization granted by the general meeting of the Company held on 20 May 2026.
The date for settlement of the Private Placement is on or about 25 September
2026. Settlement in Tranche 1 and in the Retail Offering is 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 of the share capital increase, 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 NRBE. 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.
Following registration of the share capital increase pertaining to the issuance
of the New Shares in the Private Placement and Retail Offering, the Company’s
share capital will be NOK 1,532,103divided on 6,128,412 shares, each with a par
value of NOK 0.25.
Conditions for completion
Completion of the Private Placement is subject to the Share Lending Agreement
remaining unmodified and in full force and effect.
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 implies a deviation from the pre-emptive rights of the
existing shareholders of the Company under the Norwegian Public Limited
Companies Act. When resolving the allocation and issuance of shares in the
Private Placement, the Board considered this deviation. The Board is of the
opinion that there are sufficient grounds to deviate from the pre-emptive rights
and that the Private Placement is in compliance with the equal treatment
requirements. By structuring the transaction as a private placement, the Company
was able to raise capital in an efficient manner, with a lower discount to the
current trading price and with significantly lower completion risks compared to
a rights issue.
To mitigate the dilutive effects for the existing shareholders not participating
in the Private Placement, the Company intends, subject to, inter alia,
completion of the Private Placement, the prevailing market price of the
Company’s shares, the publication of a prospectus to be approved by the
Norwegian Financial Supervisory Authority and certain other conditions, to carry
out a subsequent repair offering of up to 200,000 new shares at the Subscription
Price (the “Subsequent Offering”). The Subsequent Offering, if carried out, 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. The Company reserves the right in its sole discretion to not conduct or
to cancel the Subsequent Offering.
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
(jointly, the “Managers”).
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
About Oncoinvent
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
