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The Board of Directors of NextCell Pharma AB (“NextCell” or the “Company”) has resolved to propose to the extraordinary general meeting (the “Extraordinary General Meeting”) to resolve on a directed share issue comprising a total of 15,000,000 shares to a number of strategic investors at a subscription price of SEK 1.00 per share (the “Directed Issue”). Participating investors include both new investors and a number of larger existing shareholders. The Extraordinary General Meeting is planned to be held on Tuesday, 10 February 2026. Notice of the Extraordinary General Meeting will be announced separately.
The Directed Issue
The Board of Directors of NextCell has resolved to propose that the Extraordinary General Meeting resolves on the Directed Issue, comprising 15,000,000 shares at a subscription price of SEK 1.00 per share, through which the Company will receive gross proceeds of SEK 15 million before transaction-related costs, which are limited as the Directed Issue is carried out without a financial advisor.
The Directed Issue is conducted in order to secure the Company’s financing to reach upcoming value-creating milestones, and the proceeds are intended to be used for the continued development of the Company’s drug candidate ProTrans as well as to strengthen the Company’s working capital.
Among the new investors are strategic parties with a clear commitment to type 1 diabetes:
The new investors have together subscribed for shares corresponding to SEK 10 million. The remaining SEK 5 million has been subscribed for by a number of larger existing shareholders on the same terms. When the Board sounded out the market, interest exceeded an issue of SEK 15 million, but the Board has chosen to adhere to an issue size of SEK 15 million, which was discussed prior to the market sounding. The Board’s assessment is that this provides a well-balanced outcome, whereby the Company gains new long-term shareholders while dilution for existing shareholders is kept at a responsible level.
The subscription price per share is SEK 1.00. The subscription price is based on arm's length negotiations with investors based on the volume-weighted average price (VWAP) paid for the Company's shares on Nasdaq First North Growth Market over the last 10-20 trading days and is therefore considered, taking into account the feedback the Company has received from investors, to correspond to the market value of the shares.
“We are pleased to welcome our new shareholders. As experienced specialists and engaged investors in type 1 diabetes, they bring deep insight into the field. Their decision to invest in NextCell is a clear recognition of the potential of ProTrans and of our role at the forefront of new treatment options,” says CEO Mathias Svahn.
The reasons for deviating from the shareholders' preferential rights are as follows: The Company's board of directors has made an overall assessment and carefully considered the possibility of raising capital through a preferential issue and has concluded that, for several reasons, it is currently more advantageous for the Company and its shareholders to raise capital through the Directed Share Issue. The Company's board of directors has explored the market within the framework of the Directed Share Issue, where potential long-term strategic investors has been contacted, some of whom were already existing shareholders in the Company. The investors in the Directed Share Issue have been selected on objective grounds to ensure that the Directed Share Issue can be carried out on favourable terms for the Company. A rights issue would take significantly longer to implement and entail a higher risk of a material negative impact on the share price, and a directed issue can be carried out at lower cost and with less complexity than a rights issue, especially considering the size of the issue. The Directed Share Issue is also being carried out without a financial advisor, which further reduces the costs of raising capital. The Directed Share Issue diversifies and strengthens the Company's shareholder base with Swedish and international long-term investors, and the Company secures financing until upcoming value-driving milestones, while at the same time limiting dilution for existing shareholders.
If the Directed Issue is approved at the Extraordinary General Meeting and fully implemented, the Company's share capital will increase by SEK 3,075,000, from SEK 22,835,556.595 to SEK 25,910,556.595. The number of shares will then increase by 15,000,000, from 111,392,959 to 126,392,959, representing a dilution of approximately 11.87%.
Voting commitments and the Extraordinary General Meeting
The Extraordinary General Meeting is scheduled to be held on Tuesday, February 10, 2026. Notice of the Extraordinary General Meeting will be announced through a separate press release following this press release. Major shareholders, who together hold approximately 40 percent of the shares and votes in NextCell, have expressed their intention to vote in favor of approving the Directed Share Issue.
Delphi KB has acted as legal advisor to the Company in connection with the Directed Share Issue.
This information is the information that NextCell Pharma AB is required to disclose under the EU Market Abuse Regulation. The information was provided by the below contact person for publication on 21s t of January 2026, 07.45 CET.
For more information about NextCell Pharma, please contact
Mathias Svahn, CEO
Eric Gustafsson, CFO
Tel: +46 8 735 5595
E-mail: info@nextcellpharma.com
Websites:
NextCell Pharma AB: www.nextcellpharma.com
Cellaviva Sverige: www.cellaviva.se
Cellaviva Danmark: www.cellaviva.dk
QVance AB: www.qvance.se
LinkedIn: https://www.linkedin.com/company/15255207/
Twitter: https://twitter.com/NextCellPharma
Certified Adviser
The company's shares are listed on the Nasdaq First North Growth Market.
RedEye AB is assigned as Certified Adviser.
About NextCell Pharma AB
NextCell Pharma is a clinical-stage cell therapy company developing ProTrans, a patent-protected platform based on allogeneic mesenchymal stromal cells (MSCs) from umbilical cord tissue. Using a proprietary selection algorithm, ProTrans delivers optimised cell tailored to specific indications. In type 1 diabetes, a single infusion has been shown to preserve insulin production and delay disease progression for at least five years. A Phase III trial is planned to commence upon securing a commercial partner. ProTrans is also being evaluated for other autoimmune and inflammatory conditions. NextCell’s subsidiaries include Cellaviva, Scandinavia’s largest private stem cell bank, and QVance, the Nordic region’s first dedicated provider of quality services for developers of advanced therapies.
Important information
The publication, disclosure, or distribution of this press release may be subject to legal restrictions in certain jurisdictions and individuals in the jurisdictions where this press release has been published or distributed should inform themselves 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 is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. NextCell has not approved any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In each EEA member state, this announcement is addressed only to "qualified investors" in that member state within the meaning of the Prospectus Regulation.
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 securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of such securities will be made in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this press release, and any other material relating to the securities referred to herein, is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU: Prospectus Regulation (2017/1129/EU) incorporated into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) are persons falling within Article 49. 2(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This press release is directed only at relevant persons and must not be acted on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This press release does not constitute an invitation to guarantee, subscribe for or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Share Issue. Each investor or prospective investor should conduct their own investigation, analysis and evaluation of the business and information described in this announcement and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance is not a guide to future performance. Neither the content of the Company's website nor any other website accessible through hyperlinks on the Company's website is incorporated in or forms part of this press release.
Forward-looking statements
This press release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, due to their nature, may have an impact on NextCell's results and financial position. Such forward-looking statements reflect NextCell's current expectations and are based on information currently available. NextCell cannot guarantee that such forward-looking statements will prove to be accurate. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied in these forward-looking statements.