The Board of Directors of Immunicum AB (publ) ("Immunicum") proposes the Extraordinary General Meeting ("EGM") resolve on a rights issue of approximately SEK 111 million and an overallotment option of approximately SEK 20 million. The rights issue is covered in its entirety by subscription and underwritten commitments. The Board of Directors further proposes the EGM authorize the Board of Directors to resolve on directed offerings of up to 5,040,000 ordinary shares to be issued to Swedish and international institutional investors in order to strengthen the shareholder base of Immunicum. The proceeds will mainly be used in relation to the continuation and expansion of the ongoing phase II-trial, MERECA, for treatment of kidney cancer and the implementation of two planned phase I/II-trials for treatment of melanoma. The Board's proposal is subject to approval by the EGM on May 18, 2016. Notice to shareholders of the EGM will be published through a separate press release.
Summary
- Immunicum's Board of Directors proposes a rights issue of up to approximately SEK 111 million. In the event the rights issue is oversubscribed, the Board proposes the EGM authorize the Board of Directors to issue additional shares corresponding to a value of up to approximately SEK 20 million through an overallotment option. The rights issue, excluding the overallotment option, comprises up to 5,040,000 ordinary shares at a price of SEK 22 per share.
- In addition to the rights issue, the Board of Directors proposes the EGM authorize the Board of Directors to resolve on directed offerings to Swedish and international institutional investors in order to strengthen the shareholder base of Immunicum.
- The terms of the rights issue constitute that one (1) new share is issued for every four (4) existing shares.
- The rights issue, the overallotment option as well as the authorization to resolve on directed offerings are subject to approval by the EGM on May 18, 2016. Notice to shareholders of the EGM will be published through a separate press release.
- The rights issue is covered in its entirety through subscription and underwriting commitments from existing shareholders and a consortium of reputable investors. In addition, Swedbank Robur Medica and Swedbank Robur Folksam LO Västfonden, collectively holding 6.24 percent of the shares, have expressed their support for the rights issue as well as their intention to subscribe for their pro rata share of the rights issue.
- Record date for participation in the rights issue is May 25, 2016.
- Subscription period in the rights issue will take place between May 30, 2016 and June 14, 2016.
CEO Jamal El-Mosleh comments:
"We are now ready to gear up in earnest and establish Immunicum as a central player in the immunooncology field. The funds raised in the rights issue allow us to do just that. By launching two new clinical trials with INTUVAX® in the treatment of melanoma we want to clearly demonstrate the breadth of our technology. Not only by treating an additional type of cancer but also by for the first time combining INTUVAX® with different types of so-called immune checkpoint inhibitors which are expected to be an important part of the future standard treatment of a multitude of cancer indications. We have chosen to locate one of the melanoma studies in the US as well as opening up US sites for our phase II-trial, MERECA, in the treatment of kidney cancer as we see a strategic value in increasing our presence in the world's largest market for cancer therapies. This will expand our international network both in regards to the pharmaceutical market as well as the financial market. Naturally this also paves the way for identifying a future licensee of INTUVAX®."
Chairman of the Board Agneta Edberg comments:
"In the coming years we intent to continue creating value for our shareholders and take the decisive steps toward partnership agreements. Backed by strong clinical data, I am convinced that INTUVAX® can be established as the preferred cancer immune primer of choice to be combined with a multitude of cancer treatments for increased efficiency and quality of life."
Background and motive
Immunicum is a biomedical company developing cancer immunotherapies based on three different platform technologies. The Company's aim is to advance product candidates through clinical phase II-trials and thereafter license the products to larger pharmaceutical companies. Immunicum currently has five ongoing projects with a strong focus on the three projects based on the prioritized COMBIG-platform, which is used to develop the vaccines INTUVAX® and SUBCUVAX®.
INTUVAX® is currently tested in clinical trials for the treatment of kidney and liver cancer as well as GIST (gastrointestinal stromal tumor). The results are as previously reported promising for the completed phase I/II-trial for treatment of kidney cancer as well as for the ongoing phase I/II-trial for treatment of liver cancer. In May 2015 Immunicum launched testing with INTUVAX® in a larger phase II-trial for treatment of kidney cancer. The Company's main focus in the immediate future is the implementation of the phase II-trial, partially planned with new sites in the US, and completion of the ongoing phase I/II-trials for treatment of liver cancer and GIST. Immunicum is currently working on a so-called Investigational New Drug (IND) application to be submitted to the Food and Drug Administration (FDA) in the US for approval to treat American patients and will update with information when the application has been submitted. In addition, Immunicum is planning to launch two phase I/II clinical trials for the treatment of melanoma, one in the US and one in Sweden, with the cancer immune primer INTUVAX®. The studies are scheduled to commence during the second half of 2016 and will be implemented in conjunction with various so-called immune checkpoint inhibitors. As the previous studies, the studies for treatment of melanoma will be "open trials", making it possible to continuously monitor the results. This increases the possibilities for openness toward the stock market and provides flexibility in negotiations with potential partners. The Company intends to release more detailed information regarding the planned melanoma-trials within the next 30-60 days.
The proceeds from the rights issue will be used primarily to finance the ongoing clinical trials for treatment of kidney cancer, liver cancer, GIST, and the planned clinical trials for treatment of melanoma. The Company estimates its total capital need to approximately SEK 200 million until the end of June 2019. The difference between the capital requirement and the proceeds from the rights issue could potentially be covered by the overallotment option, proceeds from one or more directed offerings and/or partnership agreements.
Rights issue
Immunicum's Board of Directors proposes, subject to approval by the EGM, to carry out a rights issue of up to 5,040,000 shares with pre-emptive rights for existing shareholders of approximately SEK 111 million before transaction related costs. Persons who, on the record date, are shareholders in Immunicum will receive one (1) subscription right per share and four (4) subscription rights entitles to subscription for one (1) new share in Immunicum at the price of SEK 22.00 per share.
In the event all shares are not subscribed for with subscription rights, the Board of Directors shall, within the framework of the new share issue maximum amount, resolve on the allotment of shares subscribed for without subscription rights. In such case shares shall firstly be allotted to persons who have subscribed for shares with subscription rights, irrespective of whether or not such persons were shareholders on the record date, pro rata to the number of subscription rights exercised, secondly, be allotted to persons who have indicated their interest to subscribe for shares without subscription rights, pro rata in relation to their declared interest, and ultimately awarded to persons who have entered into underwriting commitments regarding subscription of shares, in proportion to such underwriting commitments.
Record date for participation in the rights issue will be May 25, 2016 and the subscription period runs from May 30 to June 14, 2016. The Board of Directors shall be authorized to extend the subscription period. Trading in subscription rights will take place from May 30 to June 10, 2016.
Lock-up agreements
Redeye AB, financial advisor to Immunicum in the rights issue, has entered into so-called lock-up agreements with key individuals in management and the Board of Directors with lock-up periods between 6 and 12 months.
Preliminary timetable for the rights issue
| May 18 | Extraordinary general meeting |
| May 23 | Last day of trading including subscription rights |
| May 24 | First day of trading excluding subscription rights |
| May 25 | Record date for participation in rights issue |
| May 27 | Estimated date for publication of prospectus |
| May 30 - June 10 | Trading in subscription rights |
| May 30 - June 14 | Subscription period |
| June 10 | Estimated date for publication of preliminary outcome of rights issue |
Authorization to resolve on directed offerings
Immunicum's Board of Directors intends to, through directed offerings, issue up to 5,040,000 ordinary shares to Swedish and international institutional investors in order to strengthen the ownership base of Immunicum. Renowned, financially strong, competent and committed owners will likely create value for Immunicum's shareholder base as a whole. The timing of such directed offerings could vary, hence the Board of Directors propose the EGM authorize the Board of Directors to resolve on directed offerings.
Extraordinary general meeting
The shareholders of Immunicum will be convened at an EGM on May 18 2016. Complete notice to shareholders will be published in a separate press release.
Financial and legal advisors
Redeye AB in Stockholm, Sweden, and WG Partners LLP in London, UK, act as financial advisors to Immunicum in relation to the capital raising. Advokatfirman Delphi AB in Stockholm, Sweden, acts as legal advisor to Immunicum in relation to the capital raising.
For further information, please contact:
Jamal El-Mosleh, CEO, Immunicum
Phone: +46 (0) 31 41 50 52
jamal.el-mosleh@immunicum.com
The Company's Certified Adviser is Redeye AB
Phone: +46 (0) 8 545 013 31. www.redeye.se
About Immunicum AB (publ)
Immunicum AB (publ) develops cancer immune primers for the treatment of tumor diseases. A phase II clinical trial for the Company's most advanced product - INTUVAX® against kidney cancer - has been initiated. The project portfolio contains additional clinical phase I/II studies in liver cancer and in gastrointestinal stromal tumors (GIST).