THIS PRESS RELEASE MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, BELARUS, RUSSIA OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLISHING OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED BY SWEDISH LAW. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
NextCell Pharma AB ("NextCell" or the "Company") issued a total of 38,711,804 warrants of series TO2 (“Warrants”) within the framework of a rights issue of units during the second quarter of 2024. The exercise period for the Warrants runs until and including 30 May 2025. One (1) Warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 1.00 per share. NextCell today announces that the Company has received declarations of intent from all of the Company’s senior executives and Board members who hold Warrants and subscription undertakings from a selection of existing Warrant holders regarding the exercise of held Warrants, totalling approximately SEK 6.9 million, corresponding to approximately 17.8 percent of the total number of outstanding Warrants. In addition, the Company has secured top guarantees from a selection of existing Warrant holders and shareholders as well as external investors corresponding to an additional approximately 30 percent of the total issue volume. The top guarantees, together with the received declarations of intent and subscription undertakings, ensure that the Company will receive minimum proceeds of approximately SEK 18.5 million, corresponding to approximately 47.8 percent of the total issue volume.
The Company has received non-binding declarations of intent from all of the Company’s senior executives and Board members who hold Warrants as well as from a selection of existing Warrant holders regarding the exercise of Warrants, totalling approximately SEK 2.2 million, corresponding to approximately 5.8 percent of the total number of outstanding Warrants. Furthermore, the Company has received binding subscription undertakings from a selection of existing Warrant holders regarding the exercise of Warrants, totalling approximately SEK 4.7 million, corresponding to approximately 12.0 percent of the total number of outstanding Warrants.
In addition, NextCell has entered into guarantee commitments totalling approximately SEK 11.6 million, corresponding to approximately 30.0 percent of the total issue volume (the "Guarantee Commitments"). The Guarantee Commitments are so-called top guarantees and have been provided by a consortium consisting of both existing Warrant holders and shareholders in the Company, including Johan Prytz, Mats Carlsson, Mattias Cramby, Mattias Löfgren, Christer Jansson and Christian Månsson, as well as selected external investors (the "Guarantors"). The Guarantee Commitments will be utilized to the extent that Warrants are not exercised for subscription of new shares. The Guarantee Commitments, together with the received declarations of intent and subscription undertakings, ensure that the Company will receive minimum proceeds of approximately SEK 18.5 million, corresponding to approximately 47.8 percent of the total issue volume.
No compensation will be paid for declarations of intent and subscription undertakings received. A guarantee fee of fifteen (15) percent of the guaranteed amount is payable to the Guarantors in the form of newly issued shares in the Company (the “Remuneration Issue”). The subscription price per share in the Remuneration Issue shall correspond to the exercise price of the Warrants, i.e., SEK 1.00 per share, and will be paid through set-off of the claims on the guarantee fee.
The subscription of shares under the Guarantee Commitments will, in practice, be carried out through a directed share issue to the Guarantors (the "Directed Issue"). The subscription price per share in the Directed Issue shall correspond to the exercise price of the Warrants, i.e., SEK 1.00 per share. The Board intends to resolve on the Directed Issue following the end of the exercise period.
The Directed Issue and the Remuneration Issue will be subject to approval of the general meeting should such resolution be necessary due to the existing authorization and/or the limits of the Articles of Association not allowing for an issue following a resolution by the Board.
The subscription price in the Directed Issue, as well as the size of the guarantee fee and the subscription price in the Remuneration Issue, have been determined through arm’s length negotiations between the Company and the Guarantors. The Board therefore considers both the subscription price and the guarantee fee to be on market terms and reflective of current market conditions and investor demand.
The Board deems it to be in the best interests of both the Company and its shareholders to secure part of the Warrant exercise through the Guarantee Commitments. The Guarantee Commitments and the Directed Issue ensure a high exercise rate of the Warrants and allow the Company to raise additional capital at low cost, in a time-efficient manner, and with less complexity compared to other financing alternatives. The size of the Directed Issue is dependent on the holders’ exercise of the Warrants. Holders of the Warrants may still exercise their Warrants to subscribe for shares, thereby reducing the number of shares issued under the Directed Issue. Furthermore, the Board considers it beneficial to the Company’s financial position and in the interest of its shareholders to settle the guarantee fee in shares through the Remuneration Issue instead of cash, as this preserves liquidity and strengthens the Company’s working capital. Overall, the Board concludes that the reasons for securing the exercise of the Warrants through the Guarantee Commitments, and for carrying out the Directed Issue and the Remuneration Issue with deviation from the shareholders' preferential rights outweigh the reasons in favour of the general rule of issuing shares with preferential rights.
The Guarantee Commitments are not secured by any pre-transaction arrangements, bank guarantees, pledges, or similar collateral. Where applicable, shares in the Directed Issue will be allocated pro rata among the Guarantors in relation to their respective guaranteed amounts.
Provided that the full Guarantee Commitments are utilized, the Directed Issue and the Remuneration Issue may increase the share capital by up to SEK 2,738,000.50 through the issuance of up to 13,356,100 new shares.
For further information on how to exercise Warrants, please refer to the Company’s press release dated May 16, 2025, and visit www.nextcellpharma.com.
Advisors
Redeye AB acts as financial advisor, and Törngren Magnell & Partners Advokatfirma KB acts as legal advisor to NextCell in connection with the exercise of the Warrants. Nordic Issuing AB acts as issuing agent.
This disclosure contains information that NextCell Pharma AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 23-05-2025 12:30 CET.
For more information about NextCell Pharma, please contact
Mathias Svahn, CEO
Patrik Fagerholm, 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
This press release does not contain and does not constitute an invitation or an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in NextCell. The invitation to affected persons to subscribe for units consisting of shares and Warrants in NextCell has only taken place through the prospectus published by NextCell on May 30, 2024 (the “Prospectus”) and the supplement to the Prospectus published on June 10, 2024 (the “Supplement”). The Prospectus and the Supplement have been approved by the Swedish Financial Supervisory Authority and published on the Company’s website, www.nextcellpharma.com.
The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Canada, New Zealand, Japan, Russia, Switzerland, Singapore, South Africa, or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to in this announcement have not been and will not be registered under U.S. Securities Act (the ‘Securities Act’) or with the securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States.
Information to investors pursuant to the Foreign Direct Investment Screening Act
The Company considers that it carries out protection-worthy activities under the Foreign Direct Investment Screening Act (the “Swedish FDI Act”) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar). According to the Swedish FDI Act, the Company must inform presumptive investors that the Company’s activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Inspectorate of Strategic Products (the “ISP”). An investment may be subject to mandatory filing if the investor, a member of the investor’s ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 per cent of the total number of votes in the Company. The investor may be imposed an administrative sanction if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) approved the investment. Each investor should consult an independent legal adviser on the possible application of the Swedish FDI Act in relation to the exercise of Warrants for the individual investor.