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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Zelluna ASA: Contemplated Private Placement and Retail Offering to Strengthen
its Position Ahead of Initial Clinical Data
Highlights
- Financing intended to strengthen Zelluna’s position as the Company
approaches initial clinical data and enhance financial flexibility to pursue
future strategic opportunities.
- Advancing ZI-MA4-1, the world’s first MAGE-A4-targeting off-the-shelf TCR-NK
therapy in clinical development, designed for scalable treatment of solid
tumours. First clinical site activated, with second clinical site expected
to be activated shortly as planned
- On track for initial clinical data to emerge from mid-2026
- Supported by around NOK 35 million of pre-commitments from existing
shareholders
- Capital raise includes both a Private Placement and a retail offering
facilitated by Nordnet Bank AB
17 June 2026: Zelluna ASA (the “Company”) has engaged ABG Sundal Collier ASA as
manager and bookrunner (the “Manager”) to advise on and effect a contemplated
private placement (the “Private Placement”) of new ordinary shares in the
Company (the “Private Placement Shares”), each with a nominal value of NOK
1.00, to raise gross proceeds of approximately NOK 45-50 million. The
subscription price per Private Placement Share (the “Subscription Price”) will
be determined through an accelerated bookbuilding process.
In addition, the Company intends to conduct a separate retail offering of new
ordinary shares in the Company (the “Retail Offer Shares” and together with the
Private Placement Shares, the “Offer Shares”) at the Subscription Price and
directed towards certain Norwegian 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 their facilities (the “Retail Offering” and together with the
Private Placement, the “Offerings”). The Retail Offering is in addition to, and
not part of, the Private Placement. No allocation volume will be shifted between
the Offerings. The Manager is not acting as bookrunner in the Retail Offering.
Use of Proceeds
The net proceeds from the Offerings will primarily be used to support continued
enrolment and treatment of additional patients in the Company’s Phase 1 study of
ZI-MA4-1, continued development of the TCR-NK platform, and for general
corporate purposes. The proceeds are expected to provide Zelluna with increased
financial flexibility and operational runway as it begins generating initial
clinical data, enabling the Company to pursue strategic M&A and partnering
opportunities as the lead programme advances.
With initial clinical data expected to emerge from mid-2026, Zelluna is entering
an important phase in its development. By strengthening its financial position
ahead of these data readouts, the Company aims to maintain strategic flexibility
as the lead programme advances and initial human data become available.
Pre-Commitments
A group of larger shareholders, including Gjelsten Holding AS, Sundt AS and
associated partners, Radforsk Investeringstiftelse, Norda ASA, MP Pensjon and
Oxford Investors (a group of international private investors with strong track-
record within the Life Science industry) (the “Pre-Committing Shareholders”)
have pre-committed to subscribe for, and will be allocated, Private Placement
Shares at the Subscription Price totalling up to around NOK 35 million,
reflecting their continued confidence in and support for the Company. The
Private Placement is covered based on pre-commitments described above and
additional interest indications received from investors during the pre-sounding
phase of the transaction.
Retail Offering Through Nordnet
To give retail investors the opportunity to participate on the same terms as
institutional investors, the Company is conducting a parallel retail offering
through Nordnet. The Retail Offering is open to the public in Norway and allows
individual investors to subscribe for new shares at the same Subscription Price
as in the Private Placement, 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 (as defined below).
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 17 June 2026.
The Retail Offering is incidental to the Private Placement and 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.
Application Period and Allocation
The bookbuilding period for the Private Placement will commence today, 17 June
2026 at 16:30 CEST and close on 18 June 2026 at 08:00 CEST (the “Private
Placement Application Period”). The application period for the Retail Offering
will commence today, 17 June 2026 at 16:30 CEST and close at 21:00 CEST (the
“Retail Application Period”).
The Manager and the Company may, however, at any time resolve to close or extend
the Private Placement Application Period and/or the Retail Application Period on
short or without notice, or to cancel the Private Placement and/or the Retail
Offering in their entirety. If the Private Placement Application Period and/or
the Retail Application Period is shortened or extended, any other dates referred
to herein may be amended accordingly.
In the Private Placement, any application received by the Manager (whether in
writing or by taped phone) becomes binding at the end of the Private Placement
Application Period and may not be withdrawn or amended after such time.
Allocation and final number of Private Placement Shares to be issued will be
determined at the end of the Private Placement Application Period by the Board
in its sole discretion, after input from the Manager, based on allocation
criteria such as (but not limited to) pre-commitments, existing ownership in the
Company, timeliness of the application, price leadership, relative order size,
sector knowledge, investment history, perceived investor quality and investment
horizon. The Board reserves the right at its sole discretion, to reject and/or
reduce any applications, in whole or in part. There is no guarantee that any
potential investor will be allocated Private Placement Shares, other than the
Pre-Committing Shareholders.
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. Allocations will be reduced at the Board’s
discretion should demand exceed this limit.
Notification of allocation and settlement instructions for the Private Placement
is expected to be sent by the Manager on or about 18 June 2026, subject to any
shortening or extension of the Private Placement Application Period.
Conditions for Completion
Completion of the Offerings by delivery of the Offer Shares to applicants in the
Offerings (“Applicants”) is subject to: (i) all necessary corporate resolutions
required to implement the Private Placement and the Retail Offering being
validly made by the Company, including without limitation, the Board resolving
to allocate and issue the Offer Shares pursuant to the board authorisation to
issue new shares granted by the Company’s annual general meeting held on 23
April 2026 (the “Board Authorisation”), and (ii) the SLA being in full force and
effect (the “Conditions”).
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Offerings prior to notification of allocation.
If the Conditions are not satisfied, the Offerings may be revoked or suspended
without any compensation to Applicants. Neither the Company nor the Manager will
be liable for any losses incurred by Applicants if the Offerings are cancelled,
irrespective of the reason for such cancellation.
The Private Placement is not conditional on completion of the Retail Offering.
The Retail Offering is conditional on completion of the Private Placement and
will not be carried out if the Private Placement is not completed.
Settlement and Dates
The Offer Shares allocated to Applicants in the Private Placement and/or the
Retail Offering will be settled on a delivery versus payment (“DVP”) basis. The
Offer Shares allocated to applicants in the Private Placement and Retail
Offering, respectively, will be settled by delivery of existing and unencumbered
shares in the Company already listed on Euronext Oslo Børs, pursuant to a share
lending agreement entered into between the Manager, the Company and Radforsk
Investeringsstiftelse and Gjelsten Holding AS as share lenders (the “SLA”), in
order to facilitate prompt DVP settlement.
Subject to any shortening or extension of the Private Placement Application
Period and/or the Retail Application Period, and subject to delivery to the
Manager of borrowed shares under the SLA, the Offer Shares are expected to
commence trading on Euronext Oslo Børs on or about 18 June 2026. Settlement of
the Offer Shares is expected to take place on or about 22 June 2026. The Offer
Shares will be delivered to the Applicant’s VPS account as soon as practicable
after full payment has been received and the Conditions have been met.
The share loan pursuant to the SLA will be settled with new shares in the
Company to be issued pursuant to the Board Authorisation.
Selling Restrictions
The Private Placement will be offered to Norwegian and international investors
subject to applicable exemptions from relevant prospectus requirements in
accordance with Regulation (EU) 2017/1129 and is directed towards a limited
number of selected investors subject to available exemptions from relevant
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and
(ii) in the United States to persons reasonably believed to be “qualified
institutional buyers” (QIBs) as defined in Rule 144A under the US Securities
Act, pursuant to an exemption from the registration requirements under the US
Securities Act, as well as to major U.S. institutional investors under SEC Rule
15a-6 to the United States Exchange Act of 1934.
In the United Kingdom, the Private Placement shall be directed only 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 who fall
within the definition of “investment professionals” in 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) are other persons to whom it otherwise
lawfully may be communicated.
The Offer Shares are not to be offered in any other jurisdiction where such an
offering would be prohibited by applicable law.
The minimum application and allocation amount in the Private Placement has been
set to the NOK equivalent of EUR 100,000 per investor. 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 are available. Further selling
restrictions and transaction terms will apply.
Equal Treatment and Potential Subsequent Offering
The Private Placement and the Retail Offering represent a deviation from the
Company’s shareholders’ pre-emptive right to subscribe for the Offer Shares. The
Board has considered the structure of the contemplated Offerings in light of the
rules on equal treatment under the Norwegian Public Limited Liability Companies
Act and the Norwegian Securities Trading Act and is of the opinion that the
proposed Offerings are 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 the Offerings. In this situation a
private placement is particularly important to enable the Company to secure
funding required for the Company’s operations. Further, a private placement will
reduce execution and completion risk and will allow for the Company to raise
capital more quickly, as well as the ability to utilize current market
conditions, raise capital at a lower discount compared to a rights issue and
without the underwriting commissions normally seen with rights offerings. The
Board will also consider a subsequent offering directed towards existing
shareholders who are not allocated shares in the Private Placement.
Advisors
The Company has appointed ABG Sundal Collier ASA as Manager and Bookrunner in
relation to the Private Placement. Advokatfirmaet BAHR AS is acting as legal
advisor to the Company.
For more information, please visit www.zelluna.com (http://www.zelluna.com/) or
contact:
Namir Hassan, CEO
Email: namir.hassan@zelluna.com (mailto:namir.hassan@zelluna.com)
Phone: +44 7720 687608
Geir Christian Melen, CFO
Email: geir.christian.melen@zelluna.com
(mailto:geir.christian.melen@zelluna.com)
Phone: +47 913 02 965
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 by Joachim Midttun, Finance
Manager in Zelluna ASA on 17 June 2026 at 16:45 (CEST).
About Zelluna ASA
Zelluna ASA (OSE: ZLNA) is a Company pioneering allogeneic ‘off-the-shelf’ T
Cell Receptor-based Natural Killer (TCR-NK) cell therapies for the treatment of
solid cancers. The company’s platform combines the innate killing power of NK
cells with precise solid tumour targeting of TCRs, designed to address the
limitations of current cell therapies in solid tumours. The company’s lead
candidate, ZI-MA4-1, is the world’s first MAGE-A4 targeting TCR-NK therapy
expected to enter clinical trials in 2026. Zelluna is headquartered at the Oslo
Cancer Cluster Innovation Park in Oslo, Norway and is listed on the Oslo Stock
Exchange under the ticker ZLNA.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager nor any of its affiliates or any
of its directors, officers, employees, advisors or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or for any loss
howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith. This announcement has been prepared by and is
the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction
to whom or in which such offer or solicitation is unlawful.
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 may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, 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 securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription materials.
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 (together with any applicable
implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) 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) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication 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 announcement is made by, and is the responsibility of, the Company. The
Manager is not acting as bookrunner in the Retail Offering. The Manager and its
affiliates are acting exclusively for the Company and no-one else in connection
with the Private Placement. The Manager will not regard any other person as its
client in relation to the Private Placement and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the Private Placement, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the Private Placement, the Manager and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Private Placement or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, such Manager and any of its affiliates acting as investors for
their own accounts. The Manager does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
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”, “aims”, “expect”,
“anticipate”, “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 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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and its affiliates
expressly disclaim 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. 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 for information purposes only. It does not purport to be
complete, and it 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 Manager nor any of its
affiliates accepts any liability arising from the use of this announcement. The
Company and the Manager, and their respective affiliates, expressly disclaim any
obligation or undertaking to update, review or revise any statement contained in
this announcement whether as a result of new information, future developments or
otherwise.
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.
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