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Xspray resolves on a rights issue of approximately SEK 130 million with an over allotment option and carries out debt refinancing

The Board of Directors of Xspray Pharma AB has resolved to carry out a new issue of shares of approximately SEK 130 million, with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Rights Issue could be increased with up to SEK 20 million as an over-allotment issue (the “Over-allotment Issue”). The Company has received subscription undertakings and an intention to subscribe for shares of approximately SEK 89 million from its largest shareholders and a new institutional investor (the “Institutional Investor”). 

Furthermore, the Company has refinanced its existing loan, whereby Fenja Capital II A/S (“Fenja”, the “Lender”) takes over the entire loan with an extended maturity of 18 months and an increase of the loan with SEK 25 million (the “Refinancing”, and together with the Rights Issue, the “Financing”). As part of the Refinancing, the Board of Directors of Xspray will issue warrants to the Lender following the outcome of the Rights Issue.  

As a result of the Financing, the Company is bringing forward its interim report, which will be published on 15 August 2025, at 08:00 CEST.

Summary of the Rights Issue and Over-allotment Issue 

  • The Board of Directors of Xspray has resolved to carry out a new issue of shares of approximately SEK 130 million, with preferential rights for the Company’s existing shareholders. The Rights Issue could be increased with up to SEK 20 million through the Over-allotment Issue, mainly to accommodate the external interest from the Institutional Investor but also in the Board of Directors’ sole discretion. Following allocation to the Institutional Investor, if necessary, in the Over-allotment Issue, the remaining shares in the Overallotment Issue shall be allocated to strategic and/or qualified investors.  
  • The Financing is carried out to support the launch of Dasynoc in the U.S. market, to advance the regulatory FDA process and sales readiness for XS003-nilotinib, to finance the continued development of the project portfolio, and to secure the Company’s funding through to the expected cash flow break-even point in the second half of 2026. The Company’s capital requirements depend on several factors, including the launch date of Dasynoc, as well as market uptake. 
  • The Rights Issue is covered to approximately 60 percent by subscription undertakings from, among others, Flerie, Ribbskottet, the Fourth AP fund, the Third AP fund, the Second AP fund and the Institutional Investor and to 8 percent by a declaration of intent to subscribe for shares from Unionen. The Institutional Investor’s commitment to subscribe for shares amounts to SEK 10 million without preferential rights in the Rights Issue. Should the Institutional Investor not receive full allocation in the Rights Issue, it shall receive sufficient allocation in the Over-allotment Issue to ensure that it receives full allocation. In total, subscription undertakings and the intention to subscribe for shares amount to approximately 68percent of the Rights Issue. 
  • For each existing share held on the record date of 22 August 2025, one (1) subscription right is received. Ten (10) subscription rights entitle to subscription of one (1) new share, corresponding to a subscription ratio of 1:10. 
  • The subscription price in the Rights Issue of SEK 35 per share corresponds to a discount of approximately 27 percent compared to the theoretical price (so called TERP – theoretical ex-rights price) based on the closing price of Xspray’s share on Nasdaq Stockholm on 14 August 2025. 
  • The subscription period in the Rights Issue is expected to run from 26 August 2025 up to and including 9 September 2025. 

 

Summary of the Refinancing 

  • The Company’s has refinanced its existing loan of SEK 100 million, whereby Fenja takes over the entire loan previously held by both Fenja and Buntel AB. As part of the Refinancing, the maturity has been extended 18 months from the date of the Refinancing and the loan has been increased with SEK 25 million. Furthermore, the Company will issue new warrants to Fenja equaling in total 2.5 percent dilution of the shares in the Company immediately following the Rights Issue. 

Xspray’s CEO Per Andersson comments: “This proposed step in our financing plan will secure our financing needs for the upcoming product launch and commercialization of Dasynoc® upon FDA market approval, as well as continued development of XS003-nilotinib and other product candidates in our portfolio. I would like to again express my gratitude to the many shareholders and investors who, through their commitments in connection with the rights issue, demonstrate continued confidence in our commercialization plan.” 

This webpage will contain all published information as well as comprehensive practical information in relation to the transaction. New information will be added during the transaction period according to the timetable below.

 

Preliminary timetable of the Rights Issue

The below timetable for the Rights Issue is preliminary and may be adjusted.

Event Date
Last day of trading including the right to receive subscription rights 20 August 2025
First day of trading without the right to receive subscription rights 21 August 2025
Record date for participation in the Rights Issue 22 August 2025
Publication of a disclosure document 25 August 2025
Trading in subscription rights 26 August 2025 – 4 September 2025
Subscription period 26 August 2025 – 9 September 2025
Trading in paid subscribed shares (BTA) 26 August 2025 – 25 September 2025
Expected announcement of the outcome of the Rights Issue 11 September 2025

Shareholders whose holdings in Xspray Pharma are managed by a bank or other manager, e.g. via deposit or on an ISK account, should act according to instructions from the respective administrator.

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