BioPorto A/S initiates a rights issue with pre-emptive rights for its existing shareholders and proceeds of up to approximately DKK 59.4 million with approximately DKK 16.6 million pre-subscribed pursuant to advance commitments
May 30, 2023
Announcement no. 10
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”)) OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY UNDER ANY APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR IN ANY OTHER JURISDICTION, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY SUCH STATE OR OTHER JURISDICTION (AS THE CASE MAY BE).
BioPorto A/S initiates a rights issue with pre-emptive rights for its existing shareholders and proceeds of up toapproximately DKK 59.4 millionwith approximately DKK 16.6million pre-subscribed pursuant to advance commitments
COPENHAGEN, Denmark and BOSTON, MA, USA, May 30, 2023, (GLOBE NEWSWIRE) -- In its Business Update on March 15, 2023, BioPorto A/S (”BioPorto” or the “Company”) announced that the Company was exploring opportunities to raise additional capital. Today, the Company’s Board of Directors announces the intention to raise up to DKK 59,416,412 million in gross proceeds from issuing up to 59,416,412 new shares (the “Offering”) with a nominal value of DKK 1.00 each (the “New Shares”) at a subscription price of DKK 1.00 per share (the “Subscription Price”) with pre-emptive rights (the “Pre-Emptive Rights”) for BioPorto’s existing shareholders (the “Existing Shareholders”).
Tony Pare, BioPorto’s Chief Executive Officer, said: “We have already secured DKK 16.6 million in advance subscription commitments from several of our largest shareholders, including Arbejdernes Landsbank, as well as the entire Board of Directors and members of the management team. We look forward to presenting the offer and opportunity to remaining shareholders.”
Mr. Pare continued, “This Offering reflects our previously announced capital plans. We have exercised cost control and managed our working capital, and are further strengthening our overall capital position. As a rights issue, all of our shareholders have the opportunity to participate on equal terms.”
“As described in our recent quarterly interim announcement, we remain on track to respond to the recent request for Additional Information from the US Food and Drug Administration (“FDA”) by the end of this quarter and thus in advance of the July 23, 2023 deadline set by the FDA,” Mr. Pare concluded.
Reasons for the Offering and Use of Proceeds
The purpose of the Offering is to strengthen the Company’s capital resources and advance implementation of the Company’s strategic priorities to grow revenues in European and other markets that accept CE Mark, continue to support inquiries from the FDA regarding the Company’s De Novo application, expand the total addressable market for NGAL tests, and general corporate purposes.
Commitments from Shareholders, the Board, and Management
The Company has received binding commitments to subscribe for a total of 13,430,625 New Shares by exercise of subscription rights. The Company has also received binding commitments from existing shareholders and certain other investors to subscribe for 3,189,735 Remaining Shares (as defined below). These pre-commitments, which include support from the entire Board of Directors and members of management, total 16,620,360 New Shares, or 28% of the Offering and approximately DKK 16.6 million in gross proceeds.
Based on the size of the Offering and in accordance with exemptions available under Prospectus Regulation (EU) 2017/1129, no prospectus or other offering circular will be published in connection with the Offering.
The Company’s management team will host an online investor presentation tomorrow, May 31, 2023, at 12:00 (noon) Central European Time via HC Andersen Capital. Investors interested in attending the webcast may register at: https://hca.videosync.fi/2023-05-31-bioporto/register.
Key Terms of the Offering
- BioPorto has decided to increase its share capital and thereby offer up to 59,416,412 New Shares with a nominal value of DKK 1 each.
- The Offering will raise gross proceeds of up to DKK 59,416,412 million and net proceeds (gross proceeds less estimated related costs) of up to DKK 57,796,412 million. The Offering is not subject to a minimum subscription amount.
- Each holder of existing shares in BioPorto (the “Existing Shares”) registered as such with VP Securities A/S (“Euronext Securities”) on June 2, 2023 at 17:59 CEST (the Allocation Time) will be allocated three (3) Pre-Emptive Rights for each Existing Share held. Seventeen (17) Pre-Emptive Rights allow for subscription of one (1) New Share against payment of the Subscription Price.
- The subscription period for the new shares starts on June 6, 2023 at 9:00 CEST and ends on June 19, 2023 at 17:00 CEST (the “Subscription Period”).
- Any Pre-Emptive Rights that are not exercised during the Subscription Period will lapse. Holders of lapsed Pre-Emptive Rights will not be entitled to any compensation.
- New Shares that have not been subscribed for by exercise of Pre-Emptive Rights during the Subscription Period (“Remaining Shares”) may, without compensation to the holders of unexercised Pre-Emptive Rights, be subscribed for by eligible investors that have given investment undertakings before the end of the Subscription Period (see further below).
Terms and Conditions of the Offering
Subscription ratio and allocation of Pre-Emptive Rights
Existing Shareholders registered as such with Euronext Securities on June 2, 2023 at 17:59 CEST (the “Allocation Time”) will be granted free of charge three (3) Pre-Emptive Rights for each Existing Share held. Seventeen (17) Pre-Emptive Rights allow for subscription of one (1) New Share against payment of the Subscription Price.
On and after June 1, 2023, Existing Shares will be traded exclusive of Pre-Emptive Rights (provided such shares are traded with a customary two-day/T+2 settlement period).
The Pre-Emptive Rights will be delivered to the Existing Shareholders’ accounts with Euronext Securities in book-entry form. The Pre-Emptive Rights will be admitted to trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) and can be traded in the period from June 1, 2023 at 9:00 CEST until June 15, 2023 at 17:00 CEST. An application to this effect has been submitted to and approved by Nasdaq Copenhagen.
The New Shares
The Board of Directors has today resolved to increase BioPorto’s share capital by exercising its authorization under Article 17a of BioPorto’s Articles of Association to the New Shares with pre-emptive rights for Existing Shareholders. The New Shares will, once duly registered with the Danish Business Authority, rank pari passu and carry the same rights as the Existing Shares and will not be subject to any restrictions on transferability.
Upon exercise of Pre-Emptive Rights and following receipt by the Company of the Subscription Price, the certificates representing the New Shares will be issued under the temporary ISIN code DK0062496394. During the period that the certificates for the New Shares are registered under the temporary ISIN code, they will not be admitted to trading. After registration of the capital increase with the Danish Business Authority (expectedly on June 23, 2023), the New Shares will be admitted to trading and official listing on Nasdaq Copenhagen under the Company’s permanent ISIN code DK0011048619, expectedly on June 26, 2023. The temporary ISIN code of the New Shares is expected to be merged with the permanent ISIN code for BioPorto shares no later than on June 27, 2023 through Euronext Securities.
The Subscription Period for the New Shares will run from June 6, 2023 at 9:00 CEST to June 19, 2023 at 17:00 CEST.
Instructions to exercise Pre-Emptive Rights related to the New Shares are irrevocable. Once a holder of Pre-Emptive Rights has exercised the Pre-Emptive Rights by subscribing for New Shares, such subscription cannot be withdrawn or modified by the holder.
Completion and Withdrawal of the Offering
Completion of the Offering is conditional upon the Offering not being withdrawn. While the Board of Directors expects the Offering to be completed, the Board of Directors may suspend or withdraw the Offering at any time before the capital increase resulting from the subscription of the New Shares have been registered with the Danish Business Authority.
In case the Offering is not completed:
- Any Pre-Emptive Rights not exercised during the Subscription Period will lapse, and holders of Pre-Emptive Rights will not be entitled to compensation.
- Any exercise of Pre-Emptive Rights that has taken place will be cancelled automatically. The subscription amount for New Shares will be refunded to the last registered owner of the New Shares as at the date of the withdrawal of the Offering (less any transaction costs).
- Any investors who have acquired New Shares will receive a refund of the subscription amount for such New Shares (less any transactions costs, such as bank fees). Consequently, such investors will incur a loss corresponding to the difference between the purchase price of such New Shares and the subscription amount and any related transaction costs.
- Trades of Pre-Emptive Rights executed during the Rights Trading Period (defined below) will not be affected, and any investors having acquired such Pre-Emptive Rights will incur a loss corresponding to the purchase price of such Pre-Emptive Rights and any related transaction costs.
Minimum and Maximum Subscription Amount
Holders of Pre-Emptive Rights may subscribe for a minimum of one (1) New Share in connection with the Offering. Holders of Pre-Emptive Rights may subscribe for as many New Shares as their holding of Pre-Emptive Rights allows. No compensation will be paid to holders of unexercised Pre-Emptive Rights.
Any Remaining Shares may be subscribed for by eligible investors who have undertaken to subscribe for Remaining Shares before expiry of the Subscription Period.
Subscription of Remaining Shares shall take place on a separate subscription form which subject to certain limitations may be obtained by contacting the Company. In case such Remaining Shares are oversubscribed, any Remaining Shares will be allocated according to the Board of Directors’ discretion.
Investors in respect of whom an offer, sale, etc. of New Shares (including Remaining Shares) is restricted in their respective jurisdictions are not eligible to subscribe for New Shares or Remaining Shares (see the introduction and the notices below regarding applicable restrictions in United States, European Economic Area, United Kingdom and other jurisdictions outside Denmark).
Payment for and Delivery of New Shares
Holders of Pre-Emptive Rights must, upon exercise of such Pre-Emptive Rights, pay DKK 1.00 per New Share subscribed for to the Company (free and clear of any deductions, fees, charges, etc.). Payment must be made in DKK on the date of subscription and in no event later than June 19, 2023 at 17:00 CEST. New Shares will be delivered to the relevant investors’ accounts with Euronext Securities in the temporary ISIN code DK0062496394.
Procedure for the Exercise of Trading in Pre-Emptive Rights
The Pre-Emptive Rights will be admitted to trading and official listing on Nasdaq Copenhagen under ISIN code DK0062496477. The Pre-Emptive Rights can be traded on Nasdaq Copenhagen from June 1, 2023 at 9:00 CEST (the “Rights Trading Period”).
Holders of Pre-Emptive Rights wishing to subscribe for New Shares are required to do so through their own custodian institution or other financial intermediary in accordance with the procedures of such institution or intermediary.
Expected Timetable of Principal Events
|May 30, 2023||Resolution by the Board of Directors to exercise its authorization to increase the share capital and initiate the Offering|
|May 30, 2023||Announcement of the Offering|
|May 31, 2023||Last day of trading of Existing Shares incl. Pre-Emptive Rights|
|June 1, 2023||First day of trading of Existing Shares excl. Pre-Emptive Rights|
|June 1, 2023||Start of Rights Trading Period|
|June 2, 2023||Allocation of Pre-Emptive Rights in Euronext Securities (Allocation Time)|
|June 6, 2023||Start of Subscription Period for New Shares|
|June 15, 2023||End of Rights Trading Period|
|June 19, 2023||End of Subscription Period and Deadline for Payment of New Shares|
|June 21, 2023||Allocation of any Remaining Shares|
|June 21, 2023||Publication of results of the Offering|
|June 22, 2023||Deadline for payment of subscription amounts for Remaining Shares|
|June 23, 2023||Registration of the capital increase resulting from the New Shares with the Danish Business Authority and issuance of the New Shares through Euronext Securities (under temporary ISIN code)|
|June 23, 2023||Completion of the Offering|
|June 26, 2023||First day of trading on Nasdaq Copenhagen of the New Shares under the existing ISIN code|
|June 27, 2023||Merger of the temporary ISIN code for the New Shares and the existing ISIN code for the Existing Shares in Euronext Securities|
The above timetable may be subject to changes. Any such changes will be announced through Nasdaq Copenhagen.
For investor inquiries, please contact:
Tim Eriksen, EU Investor Relations, Zenith Advisory, +45 4529 0000, e-mail: email@example.com
BioPorto is an in vitro diagnostics company focused on saving lives and improving the quality of life with actionable biomarkers – tools designed to help clinicians make changes in patient management. The Company uses its expertise in antibodies and assay development, as well as its platform for assay development, to create a pipeline of novel and compelling products that focus on conditions where there is significant unmet medical need, and where the Company’s tests can help improve clinical and economic outcomes for patients, providers, and the healthcare ecosystem.
The Company’s flagship product, The NGAL TestTM, is designed to aid in the risk assessment of Acute Kidney Injury, a common clinical syndrome that can have severe consequences, including significant morbidity and mortality if not identified and treated early. With the aid of The NGAL Test, physicians can identify patients potentially at risk of AKI more rapidly than is possible with current standard of care measurements, enabling earlier intervention and more tailored patient management strategies. The NGAL Test is CE marked and registered in several countries worldwide.
BioPorto has facilities in Copenhagen, Denmark and Boston, MA, USA. The shares of BioPorto A/S are listed on the Nasdaq Copenhagen stock exchange. For more information visit www.bioporto.com.
Notice to Investors in the European Economic Area other than Denmark
This announcement is not a prospectus and has been prepared on the basis that any offers of the New Shares referred to herein in any Member State of the European Economic Area (the “EEA”) will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses and the Danish Capital Markets Act. The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA (other than Denmark), where Regulation (EU) 2017/1129 applies and who are considered qualified investors ("qualified investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on prospectuses.
Notice to Investors in the United Kingdom
In the United Kingdom, the information in this announcement is only being distributed to, and is only directed at Qualified Investors (a) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) persons falling within Article 49(2)(a)-(d) (“high net worth companies, unincorporated associations etc.”) of the Order, or (c) persons to whom it may otherwise lawfully be communicated.
This announcement contains certain forward-looking statements. Words such as “believe”, “expect”, “may”, “plan”, “strategy”, “estimate”, “target” and similar expressions identify such forward-looking statements, and such forward looking statements include statements with respect to the U.S. regulatory approval process of BioPorto’s NGAL Test, BioPorto’s remaining on track to respond to the recent request for Additional Information from the US Food and Drug Administration (FDA) by the end of this quarter and thus in advance of the July 23, 2023 deadline set by the FDA, commercialization activities in Europe and elsewhere, the consummation of the securities offering described herein, the terms thereof, the reasons and purposes for such offering, and the use of proceeds therefrom, and other matters. Forward-looking statements involve risks, uncertainties and other factors, which may cause actual results, performance and achievements to differ materially from those contained in the forward-looking statements. These include numerous assumptions, risks and uncertainties, many of which are beyond BioPorto’s control. These assumptions, risks and uncertainties are described from time to time in BioPorto’s public announcements, its Interim Reports, and in its 2022 Annual Report under Risk Factors. BioPorto undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date of this presentation, except as required by applicable law.
AttachmentTo view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.
About GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York
GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.
Subscribe to releases from GlobeNewswire by notified
Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.
Latest releases from GlobeNewswire by notified
Nyxoah Strengthens its Executive Leadership Team28.11.2023 22:30:00 CET | Press release
Nyxoah Strengthens its Executive Leadership Team Francis Kim appointed as Chief Regulatory and Quality Officer Mont-Saint-Guibert, Belgium – November 28, 2023, 10:30pm CET / 4:30pm ET – Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) (“Nyxoah” or the “Company”), a medical technology company focused on the development and commercialization of innovative solutions to treat Obstructive Sleep Apnea (OSA), today announced the appointment of Francis Kim as Chief Regulatory and Quality Officer. Francis will be leading Nyxoah’s Global Regulatory and Quality departments. Francis is a highly experienced global regulatory and quality executive in the healthcare industry, having spent more than 25 years in the medical device and life sciences sector. Francis has led Regulatory and Quality departments at Medtronic, Philips, and other companies, including introducing several innovative products and therapies to the market. “Nyxoah is entering the most exciting time in the Company’s history, with data fro
Alvotech Reports Financial Results for First Nine Months of 2023 and Provides Business Update28.11.2023 22:15:00 CET | Press release
Product revenue for the nine months of 2023 increased to $29.8 million, compared to $11.1 million for the same period in 2022Marketing authorization was received for AVT04 in Canada and Japan, the first for a biosimilar to Stelara® (ustekinumab)The European Medicines Agency proposed market authorization for AVT04 in the 30 member states of the European Economic Area, pending a final decision by the European CommissionApprovability of AVT02 and AVT04 in the U.S. now pending satisfactory US Food and Drug Administration (FDA) inspection of Alvotech’s facility in Iceland, currently expected on January 10 – 19, 2024Management will conduct a business update conference call and live webcast on Thursday November 29, 2023, at 8:00 am ET (13:00 pm GMT) Alvotech (NASDAQ: ALVO, or the “Company”), a global biotech company specializing in the development and manufacture of biosimilar medicines for patients worldwide, today reported unaudited financial results for the first nine months of 2023 and pr
RÄTTELSE: Saknad MAR-etikett i tidigare pressmeddelande – ”Anoto ingår ett avtal för 1,1 miljoner USD avseende försäljning av pennor och treåriga mjukvarulicenser med Deutsche Telekom”28.11.2023 19:15:00 CET | Pressemelding
Anoto Group AB (publ) utfärdar en rättelse av pressmeddelandet som publicerades tidigare idag. Rättelsen avser att pressmeddelandet saknade MAR-etikett med hänvisning till EU:s marknadsmissbruksförordning (MAR). Följande information skulle ha varit med i pressmeddelandet: ”Denna information är sådan information som Anoto Group AB (publ) är skyldigt att offentliggöra enligt EU:s marknadsmissbruksförordning. Informationen lämnades genom ovanstående kontaktpersons försorg för offentliggörande den 28 november 2023, kl. 08:00 CEST.” Nedan publiceras det korrekta pressmeddelandet i sin helhet. Stockholm den 28 november 2023 – Anoto Group AB (publ) ("Anoto" eller "Bolaget") meddelar idag att bolaget har tecknat ett upphandlingsavtal som avser försäljning av nya pennor, samt ett treårigt mjukvarulicensavtal med Deutsche Telekom AG (”Deutsche Telekom”). Deutsche Telekom är en av de äldsta kunderna inom Anotos affärssegment Forms och avtalet innebär att ramverket inom vilket Anoto och Deutsche T
CORRECTION: Missing MAR label in previous press release – “Anoto enters into a USD 1.1 million agreement for the sale of pens and three-year software licenses with Deutsche Telekom”28.11.2023 19:15:00 CET | Press release
Anoto Group AB (publ) issues a correction to the press release published earlier today. The correction refers to the fact that the press release lacked a MAR label with reference to the EU Market Abuse Regulation (MAR). The following information should have been included in the press release: ”This information constitutes inside information as Anoto Group AB (publ) is obliged to disclose under the EU Market Abuse Regulation 596/2014. The information was provided by the contact person above for publication 28 November 2023, at 08:00 CEST.” The correct press release is published in its entirety below. Stockholm, 28 November 2023 – Anoto Group AB (publ) ("Anoto" or the "Company") today announces that it has signed a procurement agreement relating to the sale of new pens, plus a new three-year software licensing agreement with Deutsche Telekom AG (“Deutsche Telekom”). Deutsche Telekom is one of the oldest customers of Anoto’s Forms business and this agreement means that the framework withi
Status for Selskabets tilgodehavende hos Portinho S.A.28.11.2023 18:30:48 CET | pressemeddelelse
28. november 2023 Meddelelse nr. 46 Status for Selskabets tilgodehavende hos Portinho S.A. Selskabets bestyrelse, valgt ind i forbindelse med at Selskabet blev omdannet til en lægemiddelvirksomhed, og direktion har i længere tid, haft en meget tæt dialog med ledelsen i Portinho S.A. om indfrielse af Selskabets tilgodehavende hos Portinho S.A., der stammer fra tiden før Selskabet blev omdannet til en lægemiddelvirksomhed. Selskabets bestyrelse og direktion har sideløbende allokeret betydelige ressourcer til at afdække, hvilke dispositioner der fra den tidligere ledelse oprindeligt førte til etableringen af tilgodehavendet samt rationalet for de efterfølgende dispositioner af den tidligere ledelse, der har indvirket på tilgodehavendets vandring. Dette arbejde pågår forsat med blandt andet bistand fra både dansk og portugisisk juridisk rådgiver. Omfanget og vurderingen af de foreløbige resultater af undersøgelsesarbejdet har ført til, at det ikke længere er Selskabets vurdering, at tilgod