Biosergen resolves on a set-off issue to guarantors in connection with the completed rights issue
The Board of Directors of Biosergen AB (publ) ("Biosergen" or the "Company") has today, on 10 September 2026, pursuant to the authorisation granted by the extraordinary general meeting held on 6 August 2026, resolved on a set-off issue of 496,150 shares to the guarantors Tuvedalen Limited and Christian Horsdal in the rights issue of shares, resolved upon by the Board of Directors on 26 June 2026 (the "Rights Issue"), who have chosen to receive their guarantee remuneration in the form of newly issued shares in Biosergen (the "Remuneration Issue"). The subscription price for each share in the Remuneration Issue was determined to SEK 0.50. The subscription price in the Remuneration Issue corresponds to the subscription price in the Rights Issue. Payment for each share in the Remuneration Issue has been made by way of set-off and all shares in the Remuneration Issue have been subscribed for and allotted.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, WHETHER DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED.
As communicated in connection with the Rights Issue, the guarantors, in accordance with the guarantee agreements entered into, had the option of receiving their guarantee remuneration in cash, corresponding to five (5) percent of the guaranteed amount, or in the form of newly issued shares corresponding to ten (10) percent of the guaranteed amount. The guarantors Tuvedalen Limited and Christian Horsdal have chosen to receive their guarantee remuneration in the form of newly issued shares in the Company. Due to this, Biosergen's Board of Directors has today, pursuant to the authorisation granted by the Extraordinary General Meeting held on 6 August 2026, resolved on the Remuneration Issue.
The reason for the deviation from the shareholders' preferential rights in the Remuneration Issue is to fulfil the Company's obligations within the framework of the guarantee agreements entered into with the guarantors, which were procured in connection with the Rights Issue and because the Company wishes to set off debt in order to strengthen the Company's balance sheet by reducing the Company's indebtedness.
Payment in the Remuneration Issue has been made through set-off of claims against the Company, which consists of the guarantors' guarantee remuneration and all shares in the Remuneration Issue have been subscribed for and allotted. The subscription price for each share in the Remuneration Issue was determined to SEK 0.50 per share. The subscription price has been determined by the Board of Directors through arm's length negotiations with the guarantors, in consultation with financial advisors, and corresponds to the subscription price in the Rights Issue. The Board of Directors' assessment is therefore that the subscription price in the Remuneration Issue is market-based, taking into account prevailing market conditions.
Share capital and number of shares
Through the Remuneration Issue, the Company's share capital is increased by a maximum of SEK 248,075 through the issuance of a total of 496,150 new shares.
Advisor
Zonda Partners is financial adviser and BAHR is legal adviser to the Company in connection with the Rights Issue.
For further information about Biosergen, please contact:
Tine Kold Olesen, CEO
E-mail: tine.olesen@biosergen.net
Telephone: +45 3135 5707
Mark Beveridge, CFO
E-mail: mark.beveridge@biosergen.net
Telephone: +46 76 805 8288
The Company's Certified Advisor is DNB Carnegie Investment Bank AB (publ).
About Biosergen
Biosergen is a biotechnology company in the clinical stage within the therapeutic field of life-threatening fungal diseases. Biosergen’s mission is to develop the drug candidate BSG005, including new formulations, into a new first-line treatment choice for resistant and/or difficult-to-treat invasive fungal infections. The company strives to set a new standard for combating these infections where current treatments fall short, thereby saving thousands of lives every year among immunocompromised cancer patients, transplant recipients and AIDS patients.
Important information
The information contained in this press release is not intended for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa, or in any other country or jurisdiction where this would be unlawful or would require additional information documents, registration or other measures in addition to those required under Swedish law.
This press release is for information purposes only and does not constitute an offer to sell or issue, purchase or subscribe for, any of the securities described herein (collectively, the "Securities") or any other financial instrument in Biosergen. Any offer relating to securities in connection with the Rights Issue was made solely through the Information Document that Biosergen has published on 10 August 2026 on www.biosergen.net. No prospectus or information document will be prepared and published with regards to the Remuneration Issue. Before making an investment decision regarding securities in the Rights Issue, persons reading this press release should ensure that they fully understand and accept the risks that are set out in the Information Document. No reliance should be placed on the information in this press release or its accuracy or completeness. The offers are not being made to, and subscription forms are not being accepted from, subscribers (including shareholders), or persons acting on behalf of subscribers, in all jurisdictions where such subscription applications would contravene applicable laws or regulations or would require the preparation or registration of additional information documents or the taking of other measures beyond those required under Swedish law. Actions in contravention of the restrictions may constitute a breach of applicable securities legislation.
None of the Securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with other applicable securities legislation. There will be no public offering of any Securities in the United States.
In the UK, this press release is directed at and is being 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 investment matters 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 participate in investment business (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 being collectively referred to as "Relevant Persons"). Persons in the UK who are not Relevant Persons must not act on or rely on the information in this press release or use it as a basis for taking any action. In the UK, any investment or investment activity to which this press release relates is available only to, and will be undertaken only with, Relevant Persons.
This press release contains certain information that reflects Biosergen's current views on future events and financial and operational developments. Words such as "intends", "believes", "expects", "may", "plans", "estimates" and other expressions that imply indications or predictions regarding future developments or trends, and which are not based on historical facts, constitute forward-looking information and reflect Biosergen's views and expectations and involve a number of risks, uncertainties and assumptions that may cause actual events and results to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information in this press release is subject to change without prior notice and, except as required by applicable law, Biosergen assumes no responsibility or obligation to publicly update or revise any of the forward-looking statements contained herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.