STOCKHOLM, Nov. 6, 2020 /PRNewswire/ -- The Board of
Directors of Moberg Pharma AB (publ) (OMX: MOB) ("Moberg Pharma" or
"the Company") has today resolved to carry out a fully guaranteed
issue of new ordinary shares and warrants ("Units") with
preferential rights for existing shareholders (the "Rights Issue")
of approximately SEK 150 million
before transaction costs. The Rights Issue requires the approval of
an extraordinary general meeting (the "Extraordinary General
Meeting"). The proceeds will be used for registration activities
and clinical work for MOB-015. When the Rights Issue is completed,
the Company intends to terminate the current convertible note
agreement. By a separate press release, the Company has today
announced its intention to distribute the BUPI project to the
shareholders of Moberg Pharma through a Lex Asea distribution with
a subsequent listing on Nasdaq First North Growth Market during the
Q1 of 2021.
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG
KONG, JAPAN, CANADA, NEW
ZEALAND, SWITZERLAND,
SINGAPORE, SOUTH AFRICA, THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH
ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS PRESS RELEASE
DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN MOBERG PHARMA AB
(PUBL). SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS
DOCUMENT.
Summary
- The Rights Issue comprises Units and will provide Moberg Pharma
with proceeds of approximately SEK 150
million before transaction costs. Each Unit consists of one
(1) ordinary share and one (1) warrant free of charge. Two (2)
warrants will entitle the holder to subscribe for one (1) ordinary
share in the Company. The warrants are intended to be admitted to
trading on Nasdaq Stockholm.
- Provided that the Rights Issue is approved by the Extraordinary
General Meeting on December 1, 2020,
the record date for the Rights Issue will be December 3, 2020 and the subscription period will
commence on December 7, 2020 up to
and including December 21, 2020.
- The final terms for the Rights Issue, including the
subscription price, are expected to be announced not later than on
November 27, 2020.
- The notice of the Extraordinary General Meeting will be
released separately.
- The net proceeds from the Rights Issue are intended to be used
primarily for the following activities:
-
- Preparations for a marketing authorization application for
MOB-015 in Europe:
- Clinical work for MOB-015.
- Other expenses for the Company's operations.
- The Rights Issue is comprised by approximately forty-two (42)
percent subscription commitments and of approximately fifty-eight
(58) percent issue guarantees. The Rights Issue is consequently
fully guaranteed.
- The distribution of the BUPI project is intended to be
performed through a Lex Asea distribution of the shares in a
subsidiary of the Company (name to be changed to OncoZenge AB). The
Lex Asea distribution is planned to be performed after the
completion of the Rights Issue, implying that the shares issued as
a part of the Rights Issue will be entitled to the distribution of
shares in the Lex Asea distribution.
"The financing we have secured gives us the opportunity to
fully exploit MOB-015's potential, both through the marketing
authorization application in Europe and an additional clinical study for
the US market. The demand for an effective drug for nail fungus is
high and MOB-015 can achieve a unique market position through its
high antifungal effect," says Anna Ljung, CEO of Moberg
Pharma.
Background and reason
Moberg Pharma is a Specialty Pharma company focused on developing
and commercialising proprietary, acquired and licensed products
globally, from clinical development of products based on proven
substances to commercialisation. The Company's primary asset is
MOB-015, where preparations are underway for registration in
Europe based on two large phase 3
studies totaling more than 800 patients. MOB-015 is the
next-generation nail fungus treatment targeting both OTC and
prescription markets worldwide. The Company's patented formulation
technology facilitates the delivery of high concentrations of a
proven antifungal substance (terbinafine) into and through the
nail, enabling rapid elimination of the fungal infection.
The Company has secured contracts for commercialisation of
MOB-015 with aggregate milestone payments of USD 120 million, in addition to compensation for
delivered products, with strong partners in the EU, Japan, Canada
and South Korea. MOB-015 has the
potential to be the market-leading medication globally as the
product has a world-leading ability to kill nail fungus (> 70
percent, compared to 30-50 percent for today's topical treatments).
The Company believes there is strong demand and an opportunity for
rapid acceptance of a new, effective topical product as 100 million
nail fungus patients in the EU and North
America currently lack good treatment alternatives.
Since the primary endpoint was reached in the North American and
European studies, both studies are expected to be used as a basis
for product registration in Europe. The Company intends to submit a
marketing authorization application in Europe during the second half of 2021. The
Company expects, based on the processing time for previous
applications, to receive approval within 18 months and that MOB-015
can be launched in Europe by the
end of 2023. Moberg Pharma intends to discuss the next step for the
US market in an advice meeting with the FDA, as an additional study
is expected to be needed for registration in the US.
Use of issue proceeds
The net proceeds from the Rights Issue are intended to be used
primarily for the following activities:
- Preparations for the registration application for MOB-015 in
Europe - 45 %.
- Clinical work for MOB-015 - 45 %.
- Other expenses for the Company's operations - 10 %.
The Rights Issue
The Board of Directors of Moberg Pharma has today resolved to carry
out an issue of new shares and warrants (Units) with preferential
rights for existing shareholders of approximately SEK 150 million before transaction costs. The
Rights Issue requires the approval of the Extraordinary General
Meeting that will be held on December 1,
2020. Shareholders registered in the share register
maintained by Euroclear Sweden AB on the record date of
December 3, 2020 have the
preferential right to subscribe for Units in relation to the number
of shares the holder already owns. The application to subscribe for
Units without exercising unit rights will also be possible.
The final terms of the Rights Issue, including the subscription
price, increase of the share capital and the number of shares and
warrants issued, are expected to be announced not later than
November 27, 2020. The subscription
period is expected to commence on December
7, 2020 up to and including December
21, 2020, or such later date resolved by the Board of
Directors. For additional information, please see the notice to the
Extraordinary General Meeting, which will be announced through a
separate press release.
Preliminary timetable
November 27,
2020
|
Final terms for the
Rights Issue are announced.
|
December 1,
2020
|
Extraordinary General
Meeting to approve the Rights Issue.
|
December 2,
2020
|
First day of trading
in the Moberg Pharma share, excluding the right to subscribe for
Units by exercising unit rights.
|
December 3,
2020
|
Record date for the
right to subscribe for Units by exercising unit rights.
|
December 7 - 21,
2020
|
Subscription
period.
|
December 7 - 17,
2020
|
Trading in unit
rights.
|
Complete terms and conditions as well as instructions for the
Rights Issue as well as other information on the Company will be
provided in the prospectus released before the commencement of the
subscription period.
Subscription commitments and issue guarantees
The Rights Issue is comprised of approximately forty-two (42)
percent subscription commitments and of approximately fifty-eight
(58) percent issue guarantees. The Rights Issue is consequently
fully guaranteed. Subscription commitments have been undertaken by,
among others, the board members Peter
Wolpert, Mattias Klintemar and Fredrik Granström, and the
management consisting of Anna Ljung,
Mark Beveridge and Torbjörn Wärnheim
as well as by the Company's major shareholder Östersjöstiftelsen.
Subscription commitments have been undertaken by external
subscription committers, like Nyenburgh Investment Partners and
Fårö Capital AB. Issue guarantees have been guaranteed by external
guarantors.
A guarantee commission will be paid for the issue guarantees,
based on current market conditions, of nine (9) percent of the
guaranteed amount in cash consideration. No consideration is to be
paid for the subscription commitments that have been entered into.
These subscription commitments and issue guarantees are not secured
through bank guarantees, restricted funds, pledged assets or
similar arrangements. Further information on the parties who have
entered into guarantee commitments will be presented in the
prospectus that will be released before the commencement of the
subscription period.
Convertible note agreement
When the Rights Issue is completed, the Company intends to
terminate the current convertible note agreement, which can be
terminated at no cost for the Company. A final tranche of
SEK 3 million in October is expected
to be received in mid-November.
Lock up undertakings
Prior to the execution of the Rights Issue, the Board of Directors
and management of the Company have entered into lock up
undertakings, which, among other things and with customary
exceptions, mean that they have undertaken not to sell shares in
the Company for a period of 180 days commencing after the first day
of trading in the ordinary shares and warrants that are issued in
the Rights Issue.
Prospectus
A prospectus and notification form will be made available before
the commencement of the subscription period on Moberg Pharma's
website, www.mobergpharma.se.
Advisor
Vator Securities is the financial advisor and Gernandt &
Danielsson Advokatbyrå is the legal advisor to Moberg Pharma in
connection with the Rights Issue.
IMPORTANT INFORMATION
Publication, release or distribution of this press release may in
certain jurisdictions be subject to legal restrictions and persons
in the jurisdictions where this press release has been made public
or distributed should be informed of and follow such legal
restrictions. The recipient of this press release is responsible
for using this press release and the information herein in
accordance with applicable rules in each jurisdiction. This press
release does not constitute an offer or solicitation to buy or
subscribe for any securities in Moberg Pharma in any jurisdiction,
either from Moberg Pharma or from anyone else.
This press release is not a prospectus according to the
definition in Regulation (EU) 2017/1129 ("the Prospectus
Regulation") and has not been approved by any regulatory
authority in any jurisdiction. A prospectus will be prepared by the
Company and published on the Company's website after the prospectus
has been reviewed and approved by the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen).
This press release does not constitute an offer or solicitation
to buy or subscribe for securities in the
United States. The securities mentioned herein may not be
sold in the United States without
registration, or without an exemption from registration, under the
U.S. Securities Act from 1933 ("Securities Act"), and may
not be offered or sold within the United
States without being registered, covered by an exemption
from, or part of a transaction that is not subject to the
registration requirements according to the Securities Act. There is
no intention to register any securities mentioned herein in
the United States or to issue a
public offering of such securities in the
United States. The information in this press release may not
be released, published, copied, reproduced or distributed, directly
or indirectly, wholly or in part, in or to Australia, Hong
Kong, Japan, Canada, New
Zealand, Switzerland,
Singapore, South Africa, the
United States or any other jurisdiction where the release,
publication or distribution of this information would violate
current rules or where such an action is subject to legal
restrictions or would require additional registration or other
measures beyond those that follow from Swedish law. Actions in
contravention of this instruction may constitute a violation of
applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to
the Company's intentions, estimates or expectations with regard to
the Company's future results, financial position, liquidity,
development, outlook, estimated growth, strategies and
opportunities as well as the markets in which the Company is
active. Forward-looking statements are statements that do not refer
to historical facts and can be identified by the use of terms such
as "believes," "expects," "anticipates," "intends," "estimates,"
"will," "may," "implies," "should," "could" and, in each case,
their negative, or comparable terminology. The forward-looking
statements in this press release are based on various assumptions,
which in several cases are based on further assumptions. Although
the Company believes that the assumptions reflected in these
forward-looking statements are reasonable, there is no guarantee
that they will occur or that they are correct. Since these
assumptions are based on assumptions or estimates and involve risks
and uncertainties, actual results or outcomes, for many different
reasons, may differ materially from those what is stated in the
forward-looking statements. Due to such risks, uncertainties,
eventualities and other significant factors, actual events may
differ materially from the expectations that expressly or
implicitly are contained in this press release through the
forward-looking statements. The Company does not guarantee that the
assumptions which serve as a basis for the forward-looking
statements in this press release are correct, and each reader of
the press release should not rely on the forward-looking statements
in this press release. The information, opinions and
forward-looking statements that expressly or implicitly are stated
herein are provided only as of the date of this press release and
may change. Neither the Company nor any other party will review,
update, confirm or publicly announce any revision of any
forward-looking statement to reflect events that occur or
circumstances that arise with respect to the contents of this press
release, beyond what is required by law or Nasdaq Stockholm's rules
for issuers.
CONTACT:
For additional information, please contact:
Anna Ljung, CEO, telephone:
+46 707 66 60 30, e-mail: anna.ljung@mobergpharma.se
Mark Beveridge, VP Finance,
telephone: +46 76 805 82 88,
e-mail: mark.beveridge@mobergpharma.se
About this information
This information is information that Moberg Pharma AB (publ) is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency
of the contact persons set out above, at 8.00 a.m. CET on November
6, 2020.
This information was brought to you by Cision
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|
Moberg Pharma decides
on fully guaranteed rights issue of approximately SEK 150
million
|
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SOURCE Moberg Pharma