Press Release
16 October 2018
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Immunicum AB (publ) Raises SEK 351M in a Directed Issue and a Fully
Guaranteed Rights Issue for Continued Clinical Development of
Ilixadencel - a New and Innovative Cancer Immunotherapy
On 16 October
2018, the Board of Immunicum AB (publ) ("Immunicum" or "The
Company") decided to implement a directed issue of approximately
SEK 178M (the "Directed Issue") and a fully guaranteed rights issue
of approximately SEK 173M (the "Rights Issue"). The Board's
decision is subject to approval by the Extraordinary General
Meeting to be held on 8 November 2018. Notice of the Extraordinary
General Meeting is published through a separate press release. The
share issues allow for further investments in order to enable
Immunicum's clinical development programs to reach several
well-defined and potentially value-creating milestones. In
addition, the ownership is strengthened with reputable
institutional investors, including the Fourth AP Fund, Gladiator,
the Second AP Fund, Alfred Berg, Nordic Cross and Adrigo.
Background and
Reason
Immunicum's main product ilixadencel is a unique cell-based immune
activator that primes the patient's own immune system to kill
cancer cells. Unlike many other cell-based treatments, ilixadencel
is an off-the-shelf product that does not need to be adapted to the
individual patient. Earlier this year, patient recruitment was
completed for MERECA, an ongoing Phase II study in renal cell
cancer.
Immuno-oncology is one of the fastest
growing areas of new therapeutic developments and continues to
attract significant interest worldwide. Combination therapies with
immune activators and other immuno-oncology drugs, such as
checkpoint inhibitors, are expected to lead to a breakthrough in
cancer treatment. Ilixadencel is well-suited for combination
therapy, which means that Immunicum has the potential to become a
leading player in cancer treatment in the future.
During 2018, Immunicum achieved
several important milestones. The company completed the recruitment
of patients for the Phase II MERECA trial and for the Phase I/II
trial for the treatment of patients with gastrointestinal stromal
cell tumors, or GIST. In addition, the Company received approval
from the FDA for the clinical trial protocol for a Phase Ib/II
trial, ILIAD, in multiple cancers in which ilixadencel will be
combined with checkpoints inhibitors. The trial is scheduled to
start in the latter part of 2018. During the beginning of 2018, the
Company completed a listing change from Nasdaq First North to the
Nasdaq Stockholm main market.
Immunicum is now approaching
significant value inflection points. In mid-2019, the company
expects to communicate top-level results from the ongoing Phase
I/II trial in GIST, and in the third quarter, top-line results are
expected from the ongoing Phase II trial, MERECA. Furthermore, in
2019, the Company plans to communicate updates from the Phase Ib
part of the ILIAD multi-indication trial which includes 21 patients
with head and neck cancer, non-small cell lung cancer and
gastrointestinal cancer. Through the equity issues, Immunicum has
funding until the end of 2021, which means that the Company will be
able to achieve a number of additional value-driving milestones.
These may potentially form the basis for strategically important
license agreements for the continued development towards market
approval and commercialization of ilixadencel.
The capital raised through the equity
issues, is primarily intended to finance the extended combination
trial and supportive preclinical development regarding combination
therapy with different types of immuno-oncology therapies.
Furthermore, the Company is planning a significant investment into
developing a commercial product and ensuring large-scale production
of ilixadencel. This is expected to enable earlier initiation of
key, registration-based trials and increase the attractiveness of
the project for potential commercial partners. Overall, Immunicum
estimates that the capital raise and the strengthened ownership
through the Directed Issue will give the Company an important
prerequisite for the continued successful development of
ilixadencel and a strengthened position in future license
negotiations with major pharmaceutical companies.
Comment from
Immunicum's CEO, Carlos de Sousa
"Immunicum has received significant interest from leading
institutional investors based on our progress in the development of
ilixadencel - a unique cell-based drug candidate with the potential
to become an important part of future immuno-oncology combination
treatments. The proposed funding allows for continued investments
which will enable our clinical development programs to reach a
number of well-defined and potentially value-creating milestones.
As early as 2019, we expect top line results from a Phase II study
in patients with renal cancer and a Phase I/II study in patients
with gastric cancer, as well as data on safety and potentially
early efficacy data from a Phase Ib/II study in several other forms
of cancer."
The share issues in
summary
- The Board of Immunicum has resolved,
subject to approval of the Extraordinary General Meeting, on a
capitalization of a total of approximately SEK 351M, partly through
the Directed Issue of approximately SEK 178M, partly through the
Rights Issue of approximately SEK 173M, before issue costs.
- The Directed Issue comprises
20,915,588 shares issued at a price of SEK 8.50 per share. The
Company has received binding subscription commitments in the
Directed Issue from a number of institutional investors, including
the Fourth AP-fund (SEK 38M), Gladiator, (SEK 32M), the Second
AP-fund (SEK 21M), Alfred Berg (SEK 20M), Nordic Cross (SEK 17M)
and Adrigo (SEK 10M), as well as from a number of other private and
institutional investors (total of SEK 40M).
- The terms of the Rights Issue imply
that two (2) new shares are issued for each five (5) existing
shares, which implicates that up to 20,383,412 shares will be
issued under the Rights Issue at a price of SEK 8.50 per
share.
- The implementation of the share
issues is conditional upon approval of the Extraordinary General
Meeting to be held on 8 November 2018. Notice of the Extraordinary
General Meeting will be published through a separate press
release.
- Rothesay Ltd has entered into
subscription commitments in the Rights Issue of SEK 3.4M,
corresponding to approximately 2 percent of the Rights Issue. The
remaining share of the Rights Issue is covered by guarantee
commitments.
- The record date for participation in
the Rights Issue is 21 November 2018. Participants in the Directed
Issue will not receive the newly subscribed shares before the
record date and will thus not receive subscription rights for
participation in the Rights Issue.
- The subscription period in the
Rights Issue takes place between 26 November and 10 December
2018.
The Rights
Issue
On 16 October 2018, the Board of Immunicum resolved, subject to
approval of the Extraordinary General Meeting, on a share issue of
up to 20,383,412 shares with pre-emption rights for the Company's
existing shareholders. The subscription price amounts to SEK 8.50
per share, which implies that the Company will receive
approximately SEK 173M, before issue costs, through the Rights
Issue.
The right to subscribe for shares in
the Rights Issue shall accrue to the Company's shareholders, with
each existing share in Immunicum entitling to one (1) subscription
right. Five (5) subscription rights entitles to subscription of two
(2) new shares. In the case not all shares are subscribed for with
the use of subscription rights, the Board shall, within the maximum
amount of the Rights Issue, decide on allotment of shares
subscribed for without the use of subscription rights. In that
case, shares shall primarily be allotted to those who also
subscribed for shares with the use of subscription rights,
irrespective of whether they were shareholders on the record date
or not, pro rata based on the number of subscription rights that
each of them used for subscription, secondarily to others who have
applied for subscription of shares without the use of subscription
rights, pro rata based on their reported interest, and thirdly to
those who have guaranteed the Rights Issue, pro rata based on their
guarantee commitments. To the extent that allotment, as stated
above, cannot be done pro rata, allotment shall be done by
lottery.
Record date for participation in the
Rights Issue is 21 November 2018, and the subscription period takes
place during the period 26 November - 10 December 2018. The last
day of trading in Immunicum's share including the right to
participation in the Rights Issue is 19 November 2018. Trading in
subscription rights shall take place on Nasdaq Stockholm during the
period 26 November - 6 December 2018.
The Rights Issue is covered by
subscription commitments amounting to SEK 3.4M, corresponding to
approximately 2 percent of the share issue. In addition, the Rights
Issue is covered by guarantee commitments amounting to
approximately SEK 169.9M, corresponding to approximately 98 percent
of the share issue. Thus, the Rights Issue is fully covered by
subscription and guarantee commitments.
The Board's decision on implementing
the Rights Issue is subject to approval from the Extraordinary
General Meeting on 8 November 2018. Notice to the Extraordinary
General Meeting will be published through a separate press
release.
Full terms and conditions for the
Rights Issue as well as other information about the Company will be
disclosed in the prospectus published no later than the day before
the subscription period starts.
Preliminary time
plan for the Rights Issue
8 November
2018
Extraordinary General Meeting
19 November 2018
Last day of trading
including the right to receive subscription rights
20 November
2018
First day of trading excluding the right to receive subscription
rights
21 November
2018
Record date for participation in the Rights Issue
26 November - 6 December 2018
Trading in subscription
rights
26 November - 10 December 2018
Subscription period
Around 13 December 2018
Publication of the outcome in the Rights Issue
The Directed
Issue
On 16 October 2018, The Board of Immunicum also resolved on,
subject to approval of the Extraordinary General Meeting, a
directed issue of shares of approximately SEK 178M before issue
costs. The Directed Issue comprises 20,915,588 shares issued at the
price SEK 8.50 per share. The Company has received binding
subscription commitments in the Directed Issue from a number of
institutional investors, including the Fourth AP-fund (SEK 38M),
Gladiator, (SEK 32M), the Second AP-fund (SEK 21M), Alfred Berg
(SEK 20M), Nordic Cross (SEK 17M) and Adrigo (SEK 10M), as well as
from a number of other private and institutional investors (total
of SEK 40M).
The reason for deviating from the
shareholders' pre-emption rights is that the Board finds it
beneficial for Immunicum's future development to strengthen the
ownership base with a number of strategical and long-term
shareholders, as well as taking advantage of the opportunity to
provide the Company with additional capital on favorable terms.
The newly issued shares in the
Directed Issue are expected to be admitted to trading on Nasdaq
Stockholm at the same time as the shares from the Rights Issue. The
shares subscribed for and issued in the Directed Issue does
therefore not qualify for participation in the Rights Issue.
Presentations
In connection with the share issues, the Company will present its
business plan on the following occasions:
- Stockholm, 26 November 2018,
Aktiespararna, Stora Aktiedagen - Notice to attend is to be made on
Aktiespararna's webiste (www.aktiespararna.se)
- Stockholm, 28 November 2018 at Erik
Penser Bank's Bolagsdag starting at 13:00 - Erik Penser Bank,
Apelbergsgatan 27, notice to attend shall be sent to
bolagsdag@penser.se
- Additional presentations will be
announced separately and will be available on the Company's website
(www.immunicum.com)
Financial, strategic
and legal advisor
Erik Penser Bank is the financial advisor and Asperia AB is the
strategic advisor to Immunicum in connection with the share issues.
Furthermore, Advokatfirman Delphi is the legal advisor to the
Company in connection with the share issues.
The information is
such information that Immunicum is obliged to make public pursuant
to EU Market Abuse Regulation. The information was released for
public disclosure through the contact persons detailed below on 16
October 2018 at 8.00 am CET.
For more information, please contact:
Carlos de Sousa, CEO,
Immunicum
Telephone: +46 (0) 31 41 50 52
E-mail: info@immunicum.com
Michaela Gertz, CFO,
Immunicum
Telephone: +46 70 926 17 75
E-mail: ir@immunicum.com
Media Relations
Gretchen Schweitzer and Joanne
Tudorica
Trophic Communications
Telephone: +49 172 861 8540
E-mail: ir@immunicum.com
Important
information
The information in this press release does not constitute an offer
to acquire, subscribe or otherwise trade in shares or other
securities issued by Immunicum AB (publ). Invitation to interested
parties to subscribe for shares in Immunicum will only be made
through the prospectus that Immunicum will publish.
The information in this press
release may not be released, published, reproduced or distributed
in or to the United States, Canada, Japan, Australia, Hong Kong,
Switzerland, Singapore, South Africa or New Zealand or any other
country or jurisdiction where such action is not permitted or where
such action is subject to legal restrictions or would require
further registration or other measures than what is required by
Swedish law. Measures contrary to this instruction may constitute a
breach of applicable securities legislation.
No shares have been registered,
and will not be registered, in accordance with the United States
Securities Act from 1933 ("Securities Act") and may not be offered,
subscribed, sold or transferred, directly or indirectly, within the
United States except after written approval from Immunicum and
under an applicable exemption from the registration requirements of
the Securities Act and in accordance with securities legislation in
the relevant state or any other jurisdiction in the United
States.
About Immunicum AB
(publ)
Immunicum is establishing a unique
immuno-oncology approach through the development of allogeneic,
off-the-shelf cell-based therapies. Our goal is to improve survival
outcomes and quality of life by priming the patient's own immune
system to fight cancer. The company's lead product ilixadencel,
consisting of pro-inflammatory allogeneic dendritic cells, has the
potential to become a backbone component of modern cancer
combination treatments in a variety of solid tumor indications.
Founded and based in Sweden, Immunicum is publicly traded on the
Nasdaq Stockholm www.immunicum.com
20181016_Immunicum Raises
Capital_ENG_Final
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Immunicum AB via Globenewswire
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