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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Zelluna ASA: Private Placement and Retail Offering successfully placed
- Private Placement and Retail Offering successfully completed, raising gross
proceeds of approximately NOK 58.2 million
- 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
- On track for initial clinical data to emerge from mid-2026
18 June 2026: Reference is made to the stock exchange announcement by Zelluna
ASA (the “Company”) on 17 June 2026 regarding a contemplated private placement
of new ordinary shares (the “Private Placement”) and a retail offering of new
ordinary shares facilitated through Nordnet Bank AB (the “Retail Offering” and,
together with the Private Placement, the “Offerings”).
The Company is pleased to announce that the Private Placement has been
successfully placed, raising gross proceeds of approximately NOK 55 million
through the allocation of 2 972 973 new shares (the “Private Placement Shares”),
each at a subscription price of NOK 18.50 per share (the “Offer Price”).
The Retail Offering has also been successfully placed, raising gross proceeds of
approximately NOK 3.2 million through the allocation of 170 985 new shares at
the Offer Price (the “Retail Offer Shares” and, together with the Private
Placement Shares, the “Offer Shares”).
“We are grateful for the confidence and support shown by both existing and new
investors. This financing strengthens Zelluna’s position as we advance ZI-MA4-
1, continue to expand the potential of our TCR-NK platform and approach
anticipated initial clinical data from mid-2026. Our team remains focused on
disciplined execution and on translating the promise of our science into new
treatment options for patients with solid cancers,” said Namir Hassan, Chief
Executive Officer of Zelluna ASA.
Settlement and Dates
The Company’s board of directors has resolved to issue an aggregate of
3 143 958 new shares, whereof 2 972 973 Private Placement Shares and 170 985
Retail Offer Shares, each at the Offer Price, 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”).
Notices of allocation and settlement instructions in respect of the Private
Placement are expected to be sent to applicants on or about 18 June 2026.
Settlement of the Offer Shares allocated to applicants in the Private Placement
and/or the Retail Offering (the “Applicants”) will be settled on a delivery
versus payment (“DVP”) basis by delivery of existing, unencumbered shares in the
Company already listed on Euronext Oslo Børs, pursuant to a share lending
agreement between the Manager, the Company, Radforsk Investeringsstiftelse and
Gjelsten Holding AS (the “SLA”).
The Offer Shares are expected to commence trading on Euronext Oslo Børs on or
about 18 June 2026. Settlement is expected to take place on or about 22 June
2026. Offer Shares will be delivered to the Applicant’s VPS account as soon as
practicable after full payment has been received.
The share loan pursuant to the SLA will be settled with new shares in the
Company to be issued pursuant to the Board Authorisation.
Please refer to the Nordnet website for further information regarding payment
and delivery in respect of the Retail Offering: www.nordnet.no/aksjer/ipo-
emisjon (http://www.nordnet.no/aksjer/ipo-emisjon).
Following registration of the share capital increases pertaining to the Offer
Shares with the Norwegian Register of Business Enterprises and the Norwegian
Central Securities Depository (Euronext Securities Oslo, VPS), the Company’s
registered share capital is expected to be NOK 29 413 759, divided into
29 413 759 shares, each with a nominal value of NOK 1.00.
Equal Treatment
The Board has considered the structure of the Offerings in light of the equal
treatment requirements under the Norwegian Public Limited Liability Companies
Act and the Norwegian Securities Trading Act and is of the opinion that the
Offerings are in compliance with those requirements. Reference is made to the
Company’s announcement of earlier on 17 June 2026 in this regard.
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 18 June 2026 at 00:20 (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, nor any
of their respective 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 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.
Kilde
