Xspray Pharma contemplates a directed share issue
Regulatory press release 2019-12-05
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL PURSUANT TO APPLICABLE RULES OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Solna, 5 December 2019
Xspray Pharma AB (publ) (“Xspray” or the “Company”) has mandated Carnegie Investment Bank and Zonda Partners to evaluate the conditions for a directed share issue of approximately 1.5 million new shares (the “Issue”) to institutional investors through an accelerated book-building procedure.
Description of the Issue
The Issue is intended to be carried out with deviation from the shareholders’ preferential rights in accordance with the authorisation granted by the annual general meeting on 23 May 2019. The Issue is intended to be carried out through an accelerated building process (the “Bookbuilding”) which will commence immediately. Pricing and allocation of the new shares are expected to take place before the beginning of trading on Nasdaq First North Growth Market at 09:00 CET on 6 December 2019. The timing of closing, pricing and allocation in the Bookbuilding is at the discretion of the Company. The Company will announce the outcome of the Issue when the Bookbuilding has been completed in a subsequent press release.
The Company believes that using the flexibility provided by a non-pre-emptive placing is the most appropriate transaction structure at this time in order to raise capital for the development of ongoing projects in a time and cost-effective manner. Moreover, through the Issue, the Company will further strengthen the shareholder base with institutional investors.
The Company intends to use the net proceeds from the Issue to:
i. enhance the Company’s financial flexibility ahead of anticipated registration application of its lead product, HyNap-Dasa, in 2020 and anticipated deal making pertaining to the launch of the candidate;
ii. establish second source manufacturing;
iii. working capital requirement at expected listing on Nasdaq Stockholm’s Main Market during the first half of 2020;
iv. continue to expand its product portfolio;
v. general corporate purposes.
In connection with the Issue, the Company has, with customary exceptions, agreed to a lock-up undertaking on future share issuances for a period of 90 days after the Issue. In addition, the management and Board of Directors have undertaken not to sell any shares in Xspray during the same period, subject to customary exceptions.
The reason for using the flexibility provided by a non-pre-emptive placing is to raise capital for the development of ongoing projectsand to further strengthen the Company’s shareholder base in a time and cost-effective manner.
In conjunction with the Issue, the Company has engaged Carnegie Investment Bank and Zonda Partners as Joint Bookrunners and Vinge as legal adviser to the Company.
For further information, please contact:
Per Andersson, CEO, Xspray Pharma AB
Phone: +46 (0) 706 88 23 48
This is information that Xspray Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was sent for publication, through the agency of the contact person set out above, on 5 December 2019, at 17:31 CET.
Xspray Pharma in brief
Xspray Pharma AB (publ) is a product development company with several product candidates in clinical development. Xspray Pharma uses its innovative patented RightSize technology to develop improved generic versions of marketed drugs, primarily protein kinase inhibitors (PKIs) for the treatment of cancer. The segment is the second-largest in the field of oncology and drug prices are high. Through its innovative technology Xspray Pharma will, by licensing out to its product to appropriate pharmaceutical company, be able to enter the market as a first competitor to the original drugs before the exclusivity from secondary patents expires. Three PKIs have been identified as the initial product candidates (HyNap-Dasa, HyNap-Sora and HyNap-Nilo). Xspray Pharma’s goal is to have up to seven products ready for launch in the US market, where the first product to launch in 2021 will be HyNap-Dasa. The substance patents for Sprycel (dasatinib) expire in 2020 and the secondary patents expire in 2026, which can give Xspray Pharma’s HyNap-Dasa a five-year period of special position before other competitors get access to the market. The Company has patented manufacturing technology, equipment and the resulting products. The shares in Xspray Pharma AB (publ) are traded on Nasdaq First North Growth Market. The Company’s Certified Adviser is Redeye AB (www.redeye.se).
Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, to the United States, Australia, Canada, Japan or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law.
This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in Xspray Pharma AB (publ). This document has not been approved by any regulatory authority, and the information does not constitute a prospectus. In any EEA Member State, this communication is only directed at qualified investors in that Member State within the meaning of the prospectus regulation (2017/1129).
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates, including with respect to prospects for pharmaceutical treatments and studies. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “shall”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.