Press release 2026-10-05
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, SOUTH KOREA, RUSSIA, BELARUS OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
The Board of Directors of AcuCort AB (“AcuCort” or the “Company”) has today resolved to carry out a rights issue of up to 78,148,177 units, consisting of a total of up to 234,444,531 shares and up to 156,296,354 warrants of series TO 3 (“TO 3”), with pre-emptive rights for existing shareholders in the Company (the “Rights Issue”). The resolution is subject to approval by an Extraordinary General Meeting, which is scheduled to be held on 5 November 2026. Provided that the Rights Issue is fully subscribed, the Company will initially receive proceeds of approximately SEK 70.3 million, before deduction of issue costs. Through the attached TO 3 warrants, the Company may receive additional proceeds of up to approximately SEK 93.8 million, before deduction of issue costs. The subscription price in the Rights Issue has been set at SEK 0.90 per unit, corresponding to SEK 0.30 per share. In total, the Rights Issue is covered by subscription undertakings and underwriting commitments amounting to approximately SEK 52.8 million, corresponding to approximately 75 percent of the issue proceeds in the Rights Issue. To ensure that the Company’s funding needs are met until completion of the Rights Issue, the Company has raised a SEK 5 million bridge loan (the “Bridge Loan”) on market terms. The proceeds from the Rights Issue are intended to finance the Company’s continued work towards FDA approval for Zeqmelit® and thereby accelerate commercialization, while also supporting continued growth in existing markets, expansion in the US and establishment in selected international markets. The proceeds from TO 3 are likewise intended to finance further market penetration. The Rights Issue is conditional upon a reduction of the Company’s share capital and an amendment to the Articles of Association, which are also proposed to be resolved upon at the Extraordinary General Meeting. Notice of the Extraordinary General Meeting will be published in a separate press release. In connection with the Rights Issue, the Company has also decided to bring forward the publication of its interim report for the third quarter of 2026 to 5 November 2026.
Jonas Jönmark, CEO of AcuCort, comments
“With several important milestones in the FDA process achieved and commercial partnerships in place, we have a clear plan for AcuCort’s continued growth. Through the proposed Rights Issue, we are strengthening our financial position to advance the work towards FDA approval and prepare for the introduction of Zeqmelit® in the US, a key market for the Company’s long-term growth. At the same time, the capital injection will enable us to accelerate growth in our existing markets and establish Zeqmelit® in selected additional international markets.
We see significant potential in Zeqmelit® and in the opportunity to reach more patients in more markets through our partners. With strengthened financial resources, we can execute our strategy with a focus on regulatory progress, commercialization and growth. We look forward to taking the next step in the Company’s development together with our shareholders and other stakeholders.”
Ebba Fåhraeus, Chair of the Board in AcuCort, comments
“The Rights Issue is an important step in strengthening the Company’s financial flexibility and supporting our continued development and expansion. We are at an important stage, where the work towards FDA approval for Zeqmelit® could pave the way for accelerated commercialization and expansion in the US, while we also see opportunities in our existing and new international markets.
With a strengthened financial position, the Company can continue to execute its strategy and capitalize on the opportunities arising from the continued regulatory and commercial development. Through the Rights Issue, we are taking an important step towards continued growth and the Company’s long-term development, and we are grateful for the strong support demonstrated by our larger existing shareholders through their pre-subscription commitments.”
Summary of the Rights Issue
Motive and use of proceeds
The Board of Directors has resolved to carry out the Rights Issue with the purpose of providing AcuCort with the financial resources required to obtain FDA approval for Zeqmelit® and thereby accelerate the commercialization of the product, as well as to accelerate growth in the Company’s existing markets and support its continued growth and expansion in the United States, while enabling expansion into selected international markets.
The proceeds from the Rights Issue, including TO 3, are intended to strengthen AcuCort’s financial position and ensure sufficient funding to execute the Company’s commercial and strategic priorities, with the long-term objective of achieving positive cash flow by the end of 2028, for which total net proceeds of approximately SEK 90 million are estimated to be required.
The net proceeds from the initial part of the Rights Issue will amount to a maximum of approximately SEK 62 million, after deduction of issue costs expected to amount to approximately SEK 8.3 million, assuming that the underwriter elects to receive the full compensation in cash. The proceeds are primarily intended to be allocated as follows:
The net proceeds from the exercise of TO 3, amounting to a maximum of approximately SEK 90.2 million, based on a fully subscribed Rights Issue and full exercise of TO 3 at the maximum exercise price, are primarily intended to be allocated as follows:
If the Rights Issue and TO 3 together provide the Company with net proceeds exceeding SEK 90 million and provided that FDA approval is obtained during the second half of 2027, the excess proceeds will be allocated to strengthening the Company’s sales resources.
Business strategy and objectives
Provided that the Rights Issue and TO 3 are subscribed for and exercised to the required extent, respectively, and provide the Company with total net proceeds of at least approximately SEK 90 million, the Company intends to accelerate its commercial growth and achieve the objectives set out below.
H2 2026
H1 2027
H2 2027
H1 2028
H2 2028
Terms for the Rights Issue
Shareholders who are registered as shareholders on the record date of 10 November 2026 have a pre-emptive right to subscribe for units in the Rights Issue in proportion to the number of shares held on the record date. Each (1) existing share in the Company held on the record date entitles the holder to one (1) unit right, and three (3) unit rights entitle the holder to subscribe for one (1) unit. Each (1) unit consists of three (3) shares and two (2) TO 3 warrants. In addition, investors may apply to subscribe for units without unit rights.
The subscription price in the Rights Issue has been set at SEK 0.90 per unit, corresponding to SEK 0.30 per new share. The warrants will be issued free of charge. Subscription for units shall take place during the subscription period from 12 November 2026 up to and including 26 November 2026. Unit rights that are not exercised during the subscription period will become void. Trading in unit rights is expected to take place on Spotlight Stock Market from 12 November 2026 up to and including 23 November 2026. Trading in BTUs (Paid Subscription Units) is expected to take place from 12 November 2026 until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw: Bolagsverket), which is expected to take place in December 2026.
In order to carry out the Rights Issue at the stated subscription price, the Company is required to both resolve on new limits for the share capital and number of shares in the Articles of Association and reduce the Company’s share capital in order to lower the quota value of the Company’s shares. The Board of Directors of the Company has therefore proposed that the Extraordinary General Meeting on 5 November 2026, at which the Board of Directors’ resolution on the Rights Issue is proposed to be approved, also resolve on new Articles of Association and a reduction of the Company’s share capital for allocation to unrestricted equity in the amount of SEK 37,511,125.12. Provided that the Extraordinary General Meeting resolves in accordance with all of the Board of Directors’ proposals, the share capital may initially increase by a maximum of SEK 51,577,796.82 through the Rights Issue (calculated based on the new quota value following the planned reduction of the share capital), from SEK 51,577,797.04 to SEK 103,155,593.86, and the number of shares may initially increase by a maximum of 234,444,531 shares, from 234,444,532 shares to 468,889,063 shares.
Warrants of series TO 3
Each (1) TO 3 entitles the holder to subscribe for one (1) new share in the Company. The exercise period and the exercise price shall be determined as follows:
(i)In the first instance, an exercise period of ten (10) trading days shall commence three (3) trading days after the Company has announced that approval of the Company’s FDA application for Zeqmelit® has been obtained. The exercise period under this item (i) may, however, commence no earlier than 30 December 2026 and no later than 29 February 2028. In such case, the exercise price shall correspond to 80 percent of the volume-weighted average price of the Company’s share on Spotlight Stock Market during a measurement period of ten (10) trading days immediately preceding the Company’s announcement that approval of its FDA application has been obtained.
(ii)In the second instance, if approval of the Company’s FDA application has not been obtained and the exercise period and the exercise price have not been determined under item (i) above, the exercise period shall commence on 1 March 2028 and run for ten (10) trading days up to and including 14 March 2028. In such case, the exercise price shall correspond to 80 percent of the volume-weighted average price of the Company’s share on Spotlight Stock Market during the period from and including 15 February 2028 up to and including 28 February 2028.
The conditions above mean that the ten (10) trading-day exercise period may commence no earlier than 30 December 2026 and no later than 1 March 2028. Regardless of whether the exercise price is determined under item (i) or item (ii) above, the exercise price shall be no lower than SEK 0.22 and no higher than SEK 0.60 per share. The exercise price may, however, never be lower than the quota value of the Company’s shares.
Upon full exercise of all issued warrants of series TO 3, the share capital will increase by an additional SEK 34,385,197.88 and the number of shares by 156,296,354, following which the share capital will amount to SEK 137,540,791.74, divided into 625,185,417 shares. Upon full exercise of TO 3 at the maximum exercise price, the Company may receive proceeds of approximately SEK 93.8 million before deduction of issue costs, which are estimated to amount to a maximum of approximately SEK 3.5 million.
TO 3 is intended to be admitted to trading on Spotlight Stock Market following registration with the Swedish Companies Registration Office. The final day of trading in TO 3 is expected to be no later than 10 March 2028.
Allocation
If not all units are subscribed for using unit rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allocation of units subscribed for without unit rights, whereby allocation shall be made in the following order:
Dilution
The dilution effect for shareholders who choose not to participate in the Rights Issue will initially amount to approximately 50 percent of the share capital and votes (calculated as the number of new shares resulting from the Rights Issue divided by the total number of shares in the Company following full subscription of the Rights Issue). If the Rights Issue is fully subscribed and the attached warrants of series TO 3 are subsequently fully exercised, a dilution of approximately 25 percent of the share capital and votes will arise. Shareholders in the Company have the opportunity to financially offset this dilution by selling their unit rights during the above-mentioned period.
Pre-subscription commitments and underwriting commitment
The Company has entered into pre-subscription commitments with members of the Board of Directors, CEO and existing shareholders amounting to a total of approximately SEK 18.2 million, corresponding to approximately 25.8 percent of the Rights Issue. In addition, the Company has entered into an agreement with Vator Securities AB regarding an underwriting commitment amounting to approximately SEK 34.6 million, corresponding to approximately 49.2 percent of the Rights Issue. Vator Securities AB is duly authorized to act as an underwriter and has entered into separate put-option agreements with a number of investors regarding the transfer of any units that may be allotted upon any fulfilment of the aforementioned underwriting commitment. Vator Securities AB remains the Company’s counterparty under the underwriting agreement and is responsible towards the Company for fulfilment of the commitment, irrespective of how these investors fulfil their commitments towards Vator Securities AB. In total, the Rights Issue is thus covered by pre-subscription commitments and underwriting commitment amounting to approximately SEK 52.8 million, corresponding to approximately 75 percent of the issue proceeds.
For the underwriting commitment, a cash fee of 11 percent of the underwritten amount will be paid, alternatively 15 percent of the underwritten amount in the form of newly issued units in the Company, which will be issued on the same terms and conditions as in the Rights Issue. No compensation is paid for the pre-subscription commitments. The issuance of units as consideration for the underwriting commitment is intended to be resolved upon pursuant to the authorization granted by the Annual General Meeting of the Company on 27 May 2026. In total, a maximum of 5,766,666 units, corresponding to 17,299,998 shares and 11,533,332 TO 3, may be issued as consideration for the underwriting commitment, which means that the share capital may initially increase by an additional maximum of SEK 3,805,999.56 and, upon exercise of the TO 3 warrants issued as consideration for the underwriting commitment, by a further SEK 2,537,333.04. The underwriting fee is paid to Vator Securities AB, which in turn compensates the investors.
Neither the pre-subscription commitments nor the underwriting commitment are secured by a bank guarantee, blocked funds, pledged assets or similar arrangements. Further information regarding the pre-subscription commitments and the underwriting commitment will be disclosed in the Prospectus, which is intended to be published prior to the commencement of the subscription period.
Bridge Loan
To ensure that AcuCort’s funding needs are met until the Rights Issue has been completed, the Company has entered into a SEK 5 million bridge loan with Tellus Equity AB, which is also participating as an investor pursuant to a put option agreement entered into with Vator Securities AB. The bridge loan has been obtained on market terms and carries an arrangement fee of 5 percent. In addition, a fixed interest rate of 3.0 percent applies for the duration of the loan until its maturity. The bridge loan matures for repayment on 22 December 2026 but is intended to be repaid in cash using the proceeds from the Rights Issue or alternatively converted into units in the Rights Issue.
Preliminary timeplan for the Rights Issue
The Prospectus
The complete terms and conditions, instructions and information regarding the Rights Issue, as well as other information about the Company, will be set out in the Prospectus, which will be published on AcuCort’s website, www.acucort.se, and in the Swedish Financial Supervisory Authority’s prospectus register prior to the commencement of the subscription period.
Publication of interim report for the third quarter 2026
In connection with the Rights Issue, the Company has decided to bring forward the publication of its interim report for the third quarter of 2026 to 5 November 2026. The previously communicated publication date was 27 November 2026.
Notification to the Inspectorate of Strategic Products (the “ISP”)
The Company has made the assessment that the Act (2023:560) on the Screening of Foreign Direct Investments (the “FDI Act”) is applicable on the Company’s operations. If a subscription for units in the Rights Issue (other than pursuant to unit rights) results in an investor, following completion of the Rights Issue, holding voting rights corresponding to or exceeding ten (10) percent of the total number of votes in the Company, the investment must be notified to the ISP prior to being made in accordance with the FDI Act.
Advisors
Navia Corporate Finance AB (www.naviacorporatefinance.com) is financial advisor and Sole Bookrunner in connection with the Rights Issue. HWF Advokater AB is the legal advisor. Vator Securities AB is the issuing agent.
For more information about the Rights Issue, please contact:
Navia Corporate Finance AB
Phone: 0046 10-148 76 80
E-mail: info@naviacf.se
Website: www.naviacorporatefinance.com
For more information about the Company, please contact:
Jonas Jönmark, CEO
Phone: 0046 70 365 54 00
E-mail: jonas.jonmark@acucort.com
Website: www.acucort.se
This information is information that AcuCort AB 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, on 5 October 2026.
About AcuCort AB (publ)
AcuCort has developed and is commercializing Zeqmelit®, a new rapidly dissolving oral film placed on the tongue, based on the well-known cortisone substance dexamethasone. The drug is a smart product in a new, innovative, patented, and user-friendly administration form primarily for the treatment of severe and acute allergic reactions, croup in children, nausea and vomiting during chemotherapy, and for the treatment of patients with COVID-19 requiring supplemental oxygen therapy. Zeqmelit® is approved in Sweden, Denmark, Norway, and Finland, where the product is also marketed. AcuCort (ticker: ACUC) is listed on the Spotlight Stock Market. Visit www.acucort.se for more information.
About Navia Corporate Finance AB
Navia Corporate Finance AB is a partner-owned corporate finance boutique providing high-quality advisory services and tailored financing solutions to listed and unlisted growth companies across Scandinavia. With more than 40 years of combined experience and over 300 completed transactions, Navia combines deep capital markets expertise with a close and entrepreneurial approach. The company advises clients on, among other things, capital raisings, stock market listings, financing solutions, investor relations and financial communications – from strategy and analysis through execution and follow-up. Navia is headquartered in Helsingborg.
Important information
The publication, announcement or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed are required to inform themselves of and comply with such restrictions. This press release does not constitute an offer to the public to acquire, subscribe for or otherwise trade in shares or other securities in the Company in any jurisdiction other than Sweden.
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. An EU Growth Prospectus relating to the Rights Issue referred to in this press release will be prepared and published by the Company before the subscription period for the Rights Issue commences. This press release contains information regarding the Rights Issue and constitutes an advertisement for the purposes of the Prospectus Regulation. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, only be made on the basis of the information contained in the Prospectus. Accordingly, an investor is advised to read the entire Prospectus.
Within the European Economic Area (“EEA”), no offer to the public of shares is made in any member state other than Sweden. In each other EEA member state, this communication is directed solely at “qualified investors” in that member state within the meaning of the Prospectus Regulation.
The information contained in this press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require additional prospectuses, registration or other measures in addition to those required under Swedish law. The information contained in this press release may not be forwarded or reproduced in any manner that would contravene such restrictions or result in such requirements. Actions taken in violation of this instruction may constitute a breach of applicable securities laws. Neither unit rights, paid and subscribed units, new shares nor warrants subscribed for in the offering have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this press release is directed and communicated only to persons who are “qualified investors” (as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) and who: (i) have professional experience in matters relating to investments and fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are high net worth entities falling within Article 49(2)(a)–(d) of the Order, or (iii) 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) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Persons in the United Kingdom who are not Relevant Persons should not act or rely on the information contained in this press release or use it as a basis for taking any action. In the United Kingdom, any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, Relevant Persons.
The Company assesses that it conducts activities that are subject to protection under the Swedish Screening of Foreign Direct Investments Act (2023:560) (the “FDI Act”). In accordance with the FDI Act, the Company must inform prospective investors that the Company’s activities may fall within the scope of the legislation and that the investment may be subject to a notification requirement. If an investment is subject to a notification requirement, it must, prior to being made, be notified to the Inspectorate of Strategic Products (ISP). An investment may be subject to a notification requirement if, following completion of the investment, the investor, anyone within the investor’s ownership structure or anyone on whose behalf the investor is acting, holds voting rights corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company. The investor may be subject to an administrative penalty if an investment subject to a notification requirement is completed before the ISP has either: (i) decided to leave the notification without action, or (ii) approved the investment. Each investor should consult an independent legal adviser regarding the potential applicability of the FDI Act to the Rights Issue in respect of such individual investor.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs or current expectations regarding and targets for the Company’s future operations, financial condition, liquidity, performance, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates, including with respect to the prospects for pharmaceutical treatments and studies. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might” or, in each case, their negative or similar expressions. The forward-looking statements contained in this press release are based on various assumptions, many of which are in turn based on further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, no assurance can be given that they will occur or prove to be correct. As these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed in the forward-looking statements as a result of numerous factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release through such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from error and accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements contained herein to reflect subsequent events. The information, opinions and forward-looking statements contained in this press release speak only as of the date hereof and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or publish any revisions to forward-looking statements to reflect events or circumstances arising in relation to the contents of this press release.