NeuroVive resolves on rights issue totaling approximately SEK 94.4 million for continued development of the project portfolio


On 28 February 2016, The Board of Directors of NeuroVive Pharmaceutical AB
(publ) (“NeuroVive” or ”the Company”) decided to carry out a new issue of shares
and warrants (units) with preferential rights for existing shareholders (the
“New Issue”). The resolution is subject to approval by the forthcoming
Extraordinary General Meeting. Upon full subscription of the New Issue, the
Company will raise approximately SEK 94.4 m before issue expenses. Full exercise
of the warrants will raise at least a further SEK 32.6 million for the Company.
The proceeds from the New Issue will be used for NeuroVive’s continued
operations in drug development, clinical trials and partnership activities.
The New Issue is conditional on the approval of the Extraordinary General
Meeting on 31 March 2016. For more information, please refer to a separate press
release on the notice convening the Extraordinary General Meeting.

The New Issue in summary:

  · NeuroVive’s shareholders have preferential rights to subscribe for 1 unit
consisting of 8 new shares, one (1) free-of-charge warrant of series 2016/2017:1
and one (1) free-of-charge warrant of series 2016/2017:2, for each 14 existing
shares held on the record date of 8 April 2016.
  · The subscription price is SEK 42 per unit, corresponding to SEK 5.25 per
share.
  · Upon full subscription of the New Issue, NeuroVive will raise approximately
SEK 94.4 million before issue expenses.
  · Upon full utilization of the warrants, NeuroVive will raise a minimum of a
further SEK 32.6 million before issue expenses.
  · The subscription period is 18 April – 2 May 2016.
  · 75% of the New Issue is guaranteed through guarantee commitments.

Background

NeuroVive conducts research and development aimed at generating candidate drugs
for mitochondrial protection, as well as developing pharmaceuticals in other
areas where cyclophilin inhibitors or changes in mitochondrial energy production
are central mechanisms. The project portfolio consists of two projects for acute
kidney injury (AKI) and traumatic brain injury (TBI) - both can potentially
satisfy significant medical needs - with three drug candidates in clinical and
pre-clinical development. In addition, the portfolio contains two platforms
focusing on ischemic stroke and hereditary mitochondrial disorders.

In June 2015, NeuroVive announced the topline results from the external Phase
III study (CIRCUS) which evaluated the effects of administering CicloMulsion® in
patients undergoing percutaneous coronary intervention (PCI) after a specific
type of acute myocardial infarction (STEMI). The study did not show any
therapeutic effect in this patient group. Accordingly, NeuroVive decided to
terminate the development of CicloMulsion® for the indication acute myocardial
infarction in August. The reason for the negative results is thought to be an
unexpectedly short treatment window for myocardial infarction, which means that
CicloMulsion® would not have reached its intended target in time to have a
therapeutic effect on the heart injury. However, the CIRCUS study provided
NeuroVive with new and valuable understanding of the indications where
CicloMulsion® can be effective, which led to a strategic refocus towards acute
kidney injury for CicloMulsion®. NeuroVive assesses that this new strategic
direction differs materially as pre-treatment with CicloMulsion® means that
mitochondrial protection is in place before potential kidney injury arises. In
2015, an investor-initiated clinical Phase II study (CiPRICS) in pre-operative
treatment was started in patients undergoing coronary heart surgery. The study
will include a total of 150 patients and is expected to conclude in the second
half of 2016. Given a positive outcome, a complementary smaller Phase II study
will then be initiated.

The Company is currently conducting a further Phase II study (CHIC) which
evaluates the drug candidate NeuroSTAT® in traumatic brain injury. Last year, an
independent safety committee concluded that NeuroSTAT® is safe to use at the
doses administered in the first dosage group and recommended that the study
continue at the next dose level as planned. In November 2015, NeuroVive
introduced strategic measures aimed at increasing the recruitment rate. These
measures have been successful so far, and the Company estimates that the study
will reach planned patient numbers and conclude towards the end of the year.

NeuroVive is also working on an additional project, NVP019, which is currently
in the pre-clinical phase and has the potential to become the next generation
cyclophilin inhibitor focusing on acute kidney injury, and the two development
platforms for ischemic stroke and hereditary mitochondrial disorders (Complex I
Deficiency) respectively.

As part of the Company’s strategy to complement in-house research with
collaborations alongside pharmaceutical companies and academic institutions,
NeuroVive acquired a stake in the UK company Isomerase Therapeutics in January
2016. Part of the payment was made in newly issued shares in NeuroVive, with the
aim of strengthening the collaboration and ensuring that NeuroVive’s development
projects remain a top priority for Isomerase.

NeuroVive’s main aim is to complete the ongoing Phase II CiPRICS and CHIC
studies before the end of 2016, and to complete a smaller follow-up study for
these projects in spring 2017. Subsequently, NeuroVive plans to outlicense
CicloMulsion® and NeuroSTAT® or otherwise enter into partnerships that will
cover ongoing development costs and bring the product to the market. This would
usually generate revenue in the form of upfront payments on outlicensing and
milestone payments on the way to launch, as well as royalty based on sales.
Outlicensing projects and collaborations with large pharmaceutical companies is
central to NeuroVive’s business model and the Company’s long-term strategy of
achieving risk-reduced and cost-effective development and commercialization of
its products.

The main motivation for the SEK 94.4 million New Issue before issue expenses is
to raise capital to bring CicloMulsion® for acute kidney injury and NeuroSTAT®
for traumatic brain injury through clinical Phase II studies to licensing, and
to complete pre-clinical studies in NVP019. A smaller proportion of the proceeds
will be used for activities related to the Company’s development platforms and
for the development of the patent portfolio and the Company’s ongoing expenses.
The Company assesses that, before the completion of the New Issue, NeuroVive’s
working capital for the next twelve months is insufficient to implement the
Company’s business plan, but that NeuroVive’s working capital requirement will
be satisfied by the New Issue. In the event that the New Issue is not fully
subscribed, the Company will step down its activities relating to the two
development platforms and focus primarily on the Company’s program for acute
kidney injury and traumatic brain injury. The Company assesses that the
guarantee commitments for the amount of SEK 70.85 million, corresponding to 75%
of the New Issue, is sufficient to satisfy the working capital requirement for
the coming twelve months given such a scenario.

Preliminary schedule (all dates in 2016)

Thursday 7 April                             First day of trading in shares
excluding right to participate in the New Issue with preferential rights

Friday 8 April                                   Record date for receiving unit
rights and participating in the New Issue with preferential rights

Tuesday 12 April                            Estimated date of publication of
prospectus

Monday 18 April                            Subscription period begins, Trading
in unit rights begins

Thursday 28 April                          Trading in unit rights ends

Monday 2 May                                Subscription period ends

Tuesday 10 May                              Announcement of result of the New
Issue

Terms and Conditions governing the New Issue

One (1) existing share in the Company entitles to one (1) unit right. Fourteen
(14) unit rights entitle to subscription of one (1) unit, consisting of eight
(8) new shares, one (1) warrant of series 2016/2017:1 and one (1) warrant of
series 2016/2017:2.

The subscription price per unit is SEK 42, corresponding to a subscription price
of SEK 5.25 per share. The warrants are issued without consideration.

One (1) warrant of series 2016/2017:1 entitles to subscription of one (1) share
in the Company at a subscription price of SEK 6.50. Subscription for shares in
the Company on the basis of warrants of series 2016/2017:1 may take place during
the period from and including 2 January 2017 up to and including 28 February
2017.

One (1) warrant of series 2016/2017:2 entitles to subscription for one (1) share
in the Company at a subscription price of 70% of the Company’s volume-weighted
average share price on Nasdaq Stockholm over 15 trading days before the
beginning of the subscription period, subject to a minimum of SEK 8.
Subscription for shares in the Company on the basis of warrants of series
2016/2017:2 may take place during the period from and including 1 June 2017 up
to and including 30 June 2017.

Guarantee providers

The Rights Issue is guaranteed up to an amount of approximately SEK 70.9
million, corresponding to 75% of the New Issue, through guarantee commitments
with external investors. Cash commission of ten per cent (10%) of the guaranteed
amount is payable under the guarantee commitments. No cash funds or other assets
have been pledged and no other security has been issued to secure the
commitments. More information regarding the parties providing guarantee
commitments will be published in the prospectus which is scheduled for
publication in accordance with the above preliminary schedule on 12 April 2016.

Share structure and share capital

The Board of Directors has resolved to, subject to approval by the General
Meeting, increase the Company’s share capital by no more than SEK 899,248
through an issue of no more than 17,984,960 new shares.

Furthermore, the Board of Directors has resolved to, subject to approval by the
General Meeting, issue no more than 2,248,120 warrants of series 2016/2017:1,
entitling to subscription of no more than 2,248,120 shares in the Company, and
no more than 2,248,120 warrants of series 2016/2017:2, entitling to subscription
of no more than 2,248,120 shares in the Company, whereby the Company’s share
capital may, upon exercise of the warrants of series 2016/2017:1 and
2016/2017:2, increase by no more than SEK 224,812.

Existing shareholders not participating in the New Issue will be subject to a
dilution effect, provided the New Issue is fully subscribed and given full
utilization of the warrants, of 41.7%.

Advisors

NeuroVive has appointed Stockholm Corporate Finance to act as Financial Advisor
and Advokatfirman Lindahl KB to act as Legal Advisor in connection with the New
Issue.

About NeuroVive

NeuroVive Pharmaceutical AB (publ), a leading mitochondrial medicine company, is
developing a portfolio of products to treat acute cardiovascular and
neurological conditions through mitochondrial protection. These medical
conditions are characterized by a pressing medical need and have no approved
pharmaceutical treatment options at present. NeuroVive’s products CicloMulsion®
(heart attack) and NeuroSTAT® (traumatic brain injury) are currently being
evaluated in phase III and phase II studies, respectively. NeuroVive’s research
programs also include products for the treatment of brain cell injury in stroke
patients, and drug candidates for cellular protection and treating mitochondria
-related energy regulation diseases. NeuroVive’s shares are listed on Nasdaq
Stockholm, Sweden.

For Investor Relations and media questions, please contact:

Christine Tadgell, NeuroVive, Tel: +46 (0)46-275 6220 or ir@neurovive.se

It is also possible to arrange an interview with NeuroVive’s interim CEO Jan
Nilsson at the above contact.

NeuroVive Pharmaceutical AB (publ)

Medicon Village, SE-223 81 Lund, Sweden

Tel: +46 (0)46 275 62 20 (switchboard), Fax: +46 (0)46 888 83 48

info@neurovive.se, www.neurovive.com

NeuroVive Pharmaceutical AB (publ) is obligated to publish the information
contained in this press release in accordance with the Swedish Securities Market
Act. This information was provided to the media for publication at 08.35 CEST on
29 February 2016.

IMPORTANT INFORMATION

Publication or distribution of this press release in certain jurisdictions may
be subject to restrictions according to law and the people in jurisdictions
where this press release has been made public or distributed should inform
themselves and follow such legal restrictions. This press release does not
contain and does not constitute or form part of an invitation to acquire or
subscribe or a solicitation of any offer to buy or subscribe for shares,
warrants or other securities in NeuroVive.

This press release may not be published or distributed, directly or indirectly,
in or into the U.S., Australia, Hong Kong, Japan, Canada, New Zeeland, South
Africa or in any other jurisdiction where such distribution would be prohibited
by applicable law. The information in this press release may not be
redistributed, reproduced or passed on in ways that conflict with applicable
restrictions. Failure to comply with these restrictions may constitute a
violation of the United States Securities Act of 1933 (“Securities Act”) or
applicable laws of other jurisdictions.

Forward-looking statement

This press release contains certain forward-looking statements that reflect the
Company’s current perception and expectations regarding future events and
financial and operational progress, including statements regarding the New Issue
and statements regarding guidance, planning, prospects and strategies. Words
such as "intends", "assesses", "expects", "plans", "estimates", "can", and other
expressions that imply indications or predictions regarding future progress or
trends and that are not based on historical facts, comprise forward-looking
information. Even if the Company considers that these statements are based on
reasonable assumptions and expectations, the Company cannot provide any
guarantee that such forward-looking statements will materialize. As these
forward-looking statements include both known and unknown risks and
uncertainties, actual results may vary materially from those set forth in the
forward-looking information. Forward-looking statements in the press release
apply only at the time of publication of the press release and may be revised
with out further notice. The Company does not undertake to publish updates or
revisions of forward-looking statements as a result of new information, future
events or similar, other than those stipulated by applicable legislation or
stock market regulations.
NeuroVive Pharmaceutical AB (publ) - the mitochondrial medicine company. The
company is listed on NASDAQ OMX Stockholm, Small Cap, under the ticker symbol
NVP. The share is also traded on the OTC market in the US. NeuroVive
Pharmaceutical (OTC: NEVPF) trades on the OTC Pink Market. Investors can find
Real-Time quotes and market information for the company
at www.otcmarkets.com/stock/NEVPF/quote (http://htt://www.otcmarkets.com/stock/N
E 
VPF/quot)

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