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BioPorto A/S initiates a rights issue with pre-emptive rights for its existing shareholders and proceeds of up to approximately DKK 59.4 million with approximately DKK 16.6 million pre-subscribed pursuant to advance commitments | ||||||||||||||||||||||||||||||||||||
By: GlobeNewswire - 30 May 2023 | Back to overview list |
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May 30, 2023 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE “UNITED STATES”)) OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY UNDER ANY APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, OR IN ANY OTHER JURISDICTION, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY SUCH STATE OR OTHER JURISDICTION (AS THE CASE MAY BE). BioPorto A/S initiates a rights issue with pre-emptive rights for its existing shareholders and proceeds of up to approximately DKK 59.4 million with approximately DKK 16.6 million pre-subscribed pursuant to advance commitments COPENHAGEN, Denmark and BOSTON, MA, USA, May 30, 2023, (GLOBE NEWSWIRE) -- In its Business Update on March 15, 2023, BioPorto A/S (”BioPorto” or the “Company”) announced that the Company was exploring opportunities to raise additional capital. Today, the Company’s Board of Directors announces the intention to raise up to DKK 59,416,412 million in gross proceeds from issuing up to 59,416,412 new shares (the “Offering”) with a nominal value of DKK 1.00 each (the “New Shares”) at a subscription price of DKK 1.00 per share (the “Subscription Price”) with pre-emptive rights (the “Pre-Emptive Rights”) for BioPorto’s existing shareholders (the “Existing Shareholders”). Tony Pare, BioPorto’s Chief Executive Officer, said: “We have already secured DKK 16.6 million in advance subscription commitments from several of our largest shareholders, including Arbejdernes Landsbank, as well as the entire Board of Directors and members of the management team. We look forward to presenting the offer and opportunity to remaining shareholders.” Mr. Pare continued, “This Offering reflects our previously announced capital plans. We have exercised cost control and managed our working capital, and are further strengthening our overall capital position. As a rights issue, all of our shareholders have the opportunity to participate on equal terms.” “As described in our recent quarterly interim announcement, we remain on track to respond to the recent request for Additional Information from the US Food and Drug Administration (“FDA”) by the end of this quarter and thus in advance of the July 23, 2023 deadline set by the FDA,” Mr. Pare concluded. Reasons for the Offering and Use of Proceeds The purpose of the Offering is to strengthen the Company’s capital resources and advance implementation of the Company’s strategic priorities to grow revenues in European and other markets that accept CE Mark, continue to support inquiries from the FDA regarding the Company’s De Novo application, expand the total addressable market for NGAL tests, and general corporate purposes. Commitments from Shareholders, the Board, and Management The Company has received binding commitments to subscribe for a total of 13,430,625 New Shares by exercise of subscription rights. The Company has also received binding commitments from existing shareholders and certain other investors to subscribe for 3,189,735 Remaining Shares (as defined below). These pre-commitments, which include support from the entire Board of Directors and members of management, total 16,620,360 New Shares, or 28% of the Offering and approximately DKK 16.6 million in gross proceeds. Based on the size of the Offering and in accordance with exemptions available under Prospectus Regulation (EU) 2017/1129, no prospectus or other offering circular will be published in connection with the Offering. Investor Webcast The Company’s management team will host an online investor presentation tomorrow, May 31, 2023, at 12:00 (noon) Central European Time via HC Andersen Capital. Investors interested in attending the webcast may register at: https://hca.videosync.fi/2023-05-31-bioporto/register. Key Terms of the Offering
Terms and Conditions of the Offering Subscription ratio and allocation of Pre-Emptive Rights Existing Shareholders registered as such with Euronext Securities on June 2, 2023 at 17:59 CEST (the “Allocation Time”) will be granted free of charge three (3) Pre-Emptive Rights for each Existing Share held. Seventeen (17) Pre-Emptive Rights allow for subscription of one (1) New Share against payment of the Subscription Price. On and after June 1, 2023, Existing Shares will be traded exclusive of Pre-Emptive Rights (provided such shares are traded with a customary two-day/T+2 settlement period). The Pre-Emptive Rights will be delivered to the Existing Shareholders’ accounts with Euronext Securities in book-entry form. The Pre-Emptive Rights will be admitted to trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) and can be traded in the period from June 1, 2023 at 9:00 CEST until June 15, 2023 at 17:00 CEST. An application to this effect has been submitted to and approved by Nasdaq Copenhagen. The New Shares The Board of Directors has today resolved to increase BioPorto’s share capital by exercising its authorization under Article 17a of BioPorto’s Articles of Association to the New Shares with pre-emptive rights for Existing Shareholders. The New Shares will, once duly registered with the Danish Business Authority, rank pari passu and carry the same rights as the Existing Shares and will not be subject to any restrictions on transferability. Upon exercise of Pre-Emptive Rights and following receipt by the Company of the Subscription Price, the certificates representing the New Shares will be issued under the temporary ISIN code DK0062496394. During the period that the certificates for the New Shares are registered under the temporary ISIN code, they will not be admitted to trading. After registration of the capital increase with the Danish Business Authority (expectedly on June 23, 2023), the New Shares will be admitted to trading and official listing on Nasdaq Copenhagen under the Company’s permanent ISIN code DK0011048619, expectedly on June 26, 2023. The temporary ISIN code of the New Shares is expected to be merged with the permanent ISIN code for BioPorto shares no later than on June 27, 2023 through Euronext Securities. Subscription Period The Subscription Period for the New Shares will run from June 6, 2023 at 9:00 CEST to June 19, 2023 at 17:00 CEST. Instructions to exercise Pre-Emptive Rights related to the New Shares are irrevocable. Once a holder of Pre-Emptive Rights has exercised the Pre-Emptive Rights by subscribing for New Shares, such subscription cannot be withdrawn or modified by the holder. Completion and Withdrawal of the Offering Completion of the Offering is conditional upon the Offering not being withdrawn. While the Board of Directors expects the Offering to be completed, the Board of Directors may suspend or withdraw the Offering at any time before the capital increase resulting from the subscription of the New Shares have been registered with the Danish Business Authority. In case the Offering is not completed:
Minimum and Maximum Subscription Amount Holders of Pre-Emptive Rights may subscribe for a minimum of one (1) New Share in connection with the Offering. Holders of Pre-Emptive Rights may subscribe for as many New Shares as their holding of Pre-Emptive Rights allows. No compensation will be paid to holders of unexercised Pre-Emptive Rights. Remaining Shares Any Remaining Shares may be subscribed for by eligible investors who have undertaken to subscribe for Remaining Shares before expiry of the Subscription Period. Subscription of Remaining Shares shall take place on a separate subscription form which subject to certain limitations may be obtained by contacting the Company. In case such Remaining Shares are oversubscribed, any Remaining Shares will be allocated according to the Board of Directors’ discretion. Eligible Investors Investors in respect of whom an offer, sale, etc. of New Shares (including Remaining Shares) is restricted in their respective jurisdictions are not eligible to subscribe for New Shares or Remaining Shares (see the introduction and the notices below regarding applicable restrictions in United States, European Economic Area, United Kingdom and other jurisdictions outside Denmark). Payment for and Delivery of New Shares Holders of Pre-Emptive Rights must, upon exercise of such Pre-Emptive Rights, pay DKK 1.00 per New Share subscribed for to the Company (free and clear of any deductions, fees, charges, etc.). Payment must be made in DKK on the date of subscription and in no event later than June 19, 2023 at 17:00 CEST. New Shares will be delivered to the relevant investors’ accounts with Euronext Securities in the temporary ISIN code DK0062496394. Procedure for the Exercise of Trading in Pre-Emptive Rights The Pre-Emptive Rights will be admitted to trading and official listing on Nasdaq Copenhagen under ISIN code DK0062496477. The Pre-Emptive Rights can be traded on Nasdaq Copenhagen from June 1, 2023 at 9:00 CEST (the “Rights Trading Period”). Holders of Pre-Emptive Rights wishing to subscribe for New Shares are required to do so through their own custodian institution or other financial intermediary in accordance with the procedures of such institution or intermediary. Expected Timetable of Principal Events
The above timetable may be subject to changes. Any such changes will be announced through Nasdaq Copenhagen. For investor inquiries, please contact: Tim Eriksen, EU Investor Relations, Zenith Advisory, +45 4529 0000, e-mail: investor@bioporto.com About BioPorto BioPorto is an in vitro diagnostics company focused on saving lives and improving the quality of life with actionable biomarkers – tools designed to help clinicians make changes in patient management. The Company uses its expertise in antibodies and assay development, as well as its platform for assay development, to create a pipeline of novel and compelling products that focus on conditions where there is significant unmet medical need, and where the Company’s tests can help improve clinical and economic outcomes for patients, providers, and the healthcare ecosystem. The Company’s flagship product, The NGAL TestTM, is designed to aid in the risk assessment of Acute Kidney Injury, a common clinical syndrome that can have severe consequences, including significant morbidity and mortality if not identified and treated early. With the aid of The NGAL Test, physicians can identify patients potentially at risk of AKI more rapidly than is possible with current standard of care measurements, enabling earlier intervention and more tailored patient management strategies. The NGAL Test is CE marked and registered in several countries worldwide. BioPorto has facilities in Copenhagen, Denmark and Boston, MA, USA. The shares of BioPorto A/S are listed on the Nasdaq Copenhagen stock exchange. For more information visit www.bioporto.com. Notice to Investors in the European Economic Area other than Denmark Notice to Investors in the United Kingdom Forward-looking Statements
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