Active Biotech announces the final terms of the rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES BEYOND WHAT IS REQUIRED UNDER SWEDISH LAW

On 5 November 2020, the board of directors of Active Biotech AB (publ) (”Active Biotech” or the ”Company”) resolved to propose a rights issue of approximately SEK 75 million, before transaction costs . The board of directors of Active Biotech today announces the final terms of the rights issue, which is submitted to the extraordinary general meeting to be held on 30 November 2020.

Background
On 5 November 2020, the board of directors of Active Biotech resolved to propose a rights issue of approximately SEK 75 million, before transaction costs. The proceeds from the rights issue will be used to provide Active Biotech with the financial stability needed to pursue the planned pre-clinical and clinical research-activities related to the Company’s prioritized programs, which is required to await the outcome of the ongoing clinical studies and to conduct negotiations with partners regarding the Company’s other development projects. For further information on background to and reasons for the rights issue, refer to the Company’s press release on 5 November 2020.

The final terms of the rights issue
As per the record date 4 January 2021, two existing shares in Active Biotech shall entitle to subscription for one new share. Subscription can also be made without pre-emptive rights, as set forth in the complete issue resolution.

The subscription price is SEK 1.05 per share, whereby the rights issue will provide Active Biotech with issue proceeds of approximately SEK 76.2 million, before transaction costs.

Through the rights issue Active Biotech’s share capital will increase by a maximum amount of SEK 375,000, from existing SEK 750,000 to a maximum amount of SEK 1,125,000, through the issue of a maximum of 72,618,240 shares.

The subscription period lasts between 7 – 21 January 2021.

The complete terms and conditions for the rights issue, together with other information about the Company, will be presented in the prospectus that will be made public prior the commencement of the subscription period. The rights issue is conditional upon approval by the extraordinary general meeting to be held on 30 November 2020.

Subscription commitments and issue guarantees
The proposed rights issue is covered by subscription commitments and issue guarantees of approximately SEK 40.0 million. MGA Holding AB, the Third and Fourth AP-Funds and Peter Thelin have undertaken to subscribe for their respective pre-emptive parts of the rights issue. In addition, the Fourth AP-Fund and Peter Thelin has entered issue guarantees of approximately SEK 14.4 million. The abovementioned parties have also undertaken to vote in favour of the rights issue at the extraordinary general meeting. In addition, members of the board of directors and management team that own shares in Active Biotech have expressed their intention to subscribe for their respective pre-emptive rights in the rights issue.

Preliminary timetable

For more information, please contact:
Helén Tuvesson, President and CEO
Tel. +46 46 19 21 56

Hans Kolam, CFO
Tel. +46 46 19 20 44

Active Biotech AB

(Corp. Reg. No. 556223-9227)
Box 724, SE-220 07 Lund, Sweden
Tel: +46 (0)46 19 20 00

This is information that Active Biotech AB is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 8.30 CET on 25 November 2020.

About Active Biotech
Active Biotech AB (publ) (NASDAQ Stockholm: ACTI) is a biotechnology company that deploys its extensive knowledge base and portfolio of compounds to develop first-in-class immunomodulatory treatments for specialist oncology and immunology indications with a high unmet medical need and significant commercial potential. Following a portfolio refocus, the business model of Active Biotech aims to advance projects to the clinical development phase and then further develop the programs internally or pursue in partnership. Active Biotech currently holds three projects in its portfolio: Naptumomab, a targeted anti-cancer immunotherapy, partnered to NeoTX Therapeutics, is in a Phase 1/2 clinical program in patients with advanced solid tumors. The small molecule immunomodulators, tasquinimod and laquinimod, both having a mode of actions that includes modulation of myeloid immune cell function, are targeted towards hematological malignancies and inflammatory eye disorders, respectively. Tasquinimod, is in clinical phase 1b/2a for treatment of multiple myeloma. Laquinimod is advancing to phase 2 for treatment of non-infectious uveitis during second half of 2021.  Please visit www.activebiotech.com for more information.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada and Japan. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Japan or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of the Prospectus Regulation 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 (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.

This press release may contain forward-looking statements which reflect Active Biotech’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. The information, opinions and forward-looking statements included in this press release speak only as of its date and are subject to change without notice.

Attachment

• 201125_Active Biotech announces the final terms of the rights issue