June 17, 2019
Announcement no. 8
BioPorto A/S to Increase its Share Capital through a Cash Issue, Private Placement
NOT FOR RELEASE , PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Today, BioPorto A/S will initiate a private placement of 9,256,577 new shares to select domestic and international shareholders, institutional and financial investors. The Board of Directors has received binding advanced subscription commitments for the full offering, which will be made at market price without pre-emptive subscription rights for existing shareholders.
Today, the Board of Directors of BioPorto A/S (“BioPorto”) has decided to carry out a cash issue, private placement, of 9,256,577 new shares at market price.
Use of proceeds
In 2019, BioPorto expects to complete clinical studies and prepare U.S. regulatory applications for two indications for The NGAL Test™ with the U.S. Food and Drug Administration (the “FDA”); one for risk assessment of acute kidney injury (“AKI”) in patients under the age of 22 using a urine sample, and one for risk assessment of AKI in adults based on plasma.
The pediatric application for The NGAL Test™ was completed and submitted to FDA in mid-May 2019 under Breakthrough Device Designation, which reduces the expected FDA review period from 90 days to 45 days. A decision regarding the application could hence be received before the end of July 2019, assuming a standard FDA review timeline for Breakthrough Devices.
The second submission to the FDA in 2019 for The NGAL Test™ measuring NGAL in plasma in adult patients will take place later in 2019, with clearance – subject to timing of the FDA process – expected in the second half of 2019.
To support these important elements of the strategic execution, and to continue activities in preparing the U.S. commercialization of the tests, support growing sales and strengthen the company’s overall liquidity, the Board of Directors has today decided to initiate the private placement.
The offer
The share capital increase takes the form of a cash issue directed at a limited group of shareholders, institutional and financial investors without a pre-emptive subscription rights for the Company’s existing shareholders in accordance with the authorization stipulated in Article 16b of BioPorto’s Articles of Association.
The offering comprises 9,256,577 new shares at DKK 1 each, equivalent to 5.59% of BioPorto’s registered share capital prior to the share capital increase. The Board of Directors has received binding advance subscription commitments for the entire offering of new shares from both existing shareholders and new investors, both domestic and international. The subscription price is DKK 3.97, which was the closing price of BioPorto shares traded on Nasdaq Copenhagen A/S on June 17, 2019. The expected total gross proceeds from the share issue will amount to DKK 36,748,610 equivalent to approx. USD 5.5 million at full subscription.
The newly subscribed shares will carry the same rights as existing shares. The new shares shall be registered in the name of the holder through VP SECURITIES A/S. The rights relating to the new shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority.
Expected timetable for the capital increase
The subscription period starts today and ends on June 18, 2019. The Board of Directors may choose to complete the issue prior to the end of the subscription period. The share capital increase will be registered with the Danish Business Authority as soon as the subscription amount is fully paid, which is expected on June 27, 2019.
The new shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S under the existing ISIN code for BioPorto's shares no later than early July 2019. No prospectus will be prepared in connection with the offering or the listing.
Guidance for 2019 maintained
The content of this announcement does not affect BioPorto’s latest financial guidance for 2019, which remains revenue of DKK 40 million and an EBIT loss of approximately DKK 45 million with a cash impact of DKK 41 million.
For further information, please contact:
Peter Mørch Eriksen, CEO
Ole Larsen, CFO
Telephone +45 4529 0000, e-mail: investor@bioporto.com
About BioPorto
BioPorto is an in-vitro diagnostics company that provides healthcare professionals in clinical and research settings a range of diagnostic tests and antibodies. BioPorto has its headquarters in Hellerup, Denmark and is listed on the NASDAQ Copenhagen stock exchange.
Legal disclaimer
This announcement contains forward-looking statements regarding BioPorto’s future financial developments and financial results as well as other statements that are not historical facts and that may prove to be incorrect. Prospective investors should seek professional investment advice and examine relevant risks and legal aspects, including tax aspects, which could be relevant in connection with an acquisition of the shares.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia or Japan. These written materials do not constitute an offer of securities for sale in any jurisdiction including the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States, and the new shares are being offered only (i) to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act and (ii) to, or for the account or benefit of, persons that are qualified institutional buyers pursuant to Section 4(a)(2) under the Securities Act.
The issue and sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. BioPorto and its advisers and/or agents assume no responsibility in the event there is a violation by any person of such restrictions.
This announcement is not a prospectus and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses Article 1(5). The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of EEA, which have implemented the Prospectus Directive (Directive No. 2003/71/EC and amendments thereto, including Directive No. 2010/73/EU, to the extent implemented in the relevant Member State) who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive Regulation.
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