NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SWITZERLAND, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR OTHER MEASURES. PLEASE REFER TO THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
On 9 September 2026, the board of directors of Biovica International AB (publ) ("Biovica" or the "Company") resolved, subject to subsequent approval by an extraordinary general meeting, to carry out a new share issue of no more than 97,303,733 B-shares, corresponding to approximately SEK 29.2 million before deduction of costs attributable to the rights issue (the "Rights Issue"). The board of directors' resolution regarding the Rights Issue was approved by the extraordinary general meeting on 30 September 2026. The subscription period in the Rights Issue commences tomorrow on 7 October 2026 and, in connection therewith, the Company has prepared and published a share issue memorandum, which is available on the Company's website, www.biovica.com.
Share issue memorandum
The share issue memorandum contains the full terms and conditions of the Rights Issue and certain information regarding the Company. Investors are encouraged to read the share issue memorandum in its entirety before making an investment decision. The share issue memorandum is available on the Company's website, www.biovica.com.
The share issue memorandum does not constitute a prospectus or a simplified information document within the meaning of Regulation (EU) 2017/1129 and Regulation (EU) 2024/2809 of the European Parliament and of the Council (the "Prospectus Regulation") and has not been approved by or registered with the Swedish Financial Supervisory Authority, which is the national competent authority in Sweden under the Prospectus Regulation.
Timetable for the Rights Issue
| Last day of trading including the right to receive subscription rights | 1 October 2026 |
| First day of trading excluding the right to receive subscription rights | 2 October 2026 |
| Record date for the right to receive subscription rights | 5 October 2026 |
| Publication of the share issue memorandum | 6 October 2026 |
| Subscription period | 7 October – 21 October 2026 |
| Trading in subscription rights | 7 October – 16 October 2026 |
| Trading in paid subscribed shares (BTA) | 7 October – 28 October 2026 |
| Expected publication of the outcome | 23 October 2026 |
Advisors
Zonda Partners AB is acting as financial adviser to the Company in connection with the Rights Issue. Baker McKenzie Advokatbyrå is acting as legal adviser to the Company.
Contact
For further information, please contact:
Theis Kipling
CEO, Biovica International AB (publ)
Theis.kipling@biovica.com
Mobile: +46 (0) 76 666 36 52
Anders Morén
CFO, Biovica International AB (publ)
anders.moren@biovica.com
Mobile: +46 73 125 92 46
About Biovica International AB (publ)
Biovica develops and commercialises blood-based biomarker assays that help oncologists monitor cancer progression. Biovica's assay, DiviTum® TKa, measures cell proliferation by detecting the TKa biomarker in the bloodstream. The first application for the DiviTum® TKa test is treatment monitoring of patients with metastatic breast cancer. Biovica's vision is: "Improved care for cancer patients." Biovica collaborates with world-leading cancer institutes and pharmaceutical companies. DiviTum® TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. Biovica's shares are traded on Nasdaq First North Premier Growth Market (BIOVIC B). FNCA Sweden AB is the Company's Certified Adviser. For more information, visit: www.biovica.com.
Important information
The publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions under law and persons in those 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 does not constitute an offer, or an invitation, to acquire or subscribe for any securities in Biovica in any jurisdiction, neither from Biovica nor from anyone else.
This press release neither identifies nor purports to identify risks (direct or indirect) that may be attributable to an investment in the Company's shares. An investor's investment decision shall be made on the basis of all publicly available information regarding the Company and the Company's shares. The information in this press release is published solely as background information and does not purport to be complete. An investor should thus not rely solely on the information in this press release or its accuracy or completeness.
Zonda Partners AB is acting for Biovica in connection with the Rights Issue and not for anyone else. Zonda Partners AB is not responsible to anyone other than Biovica for providing the protections afforded to their clients or for providing advice in connection with the Rights Issue or regarding any other matter referred to herein.
This press release does not constitute a recommendation for any investor's decision regarding the Rights Issue. Each investor or potential investor should conduct their own examination, analysis and evaluation of the business and the 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.
This press release is not a prospectus or a simplified information document as defined in Regulation (EU) 2017/1129 and Regulation (EU) 2024/2809 of the European Parliament and of the Council (the "Prospectus Regulation") and has not been approved by any supervisory authority in any jurisdiction. The share issue memorandum mentioned in this press release does not constitute a prospectus or a simplified information document within the meaning of the Prospectus Regulation and has not been approved by or registered with the Swedish Financial Supervisory Authority, which is the national competent authority in Sweden under the Prospectus Regulation.
This press release does not constitute an offer of, or an invitation to, acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered, covered by an exemption from, or form part of a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities 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, in or into the United States, Australia, Belarus, Hong Kong, Canada, Japan, South Africa, New Zealand, Russia, Switzerland, Singapore, South Korea or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable rules or where such action is subject to legal restrictions or would require additional registration or other measures than those required under Swedish law. Actions in violation of this instruction may constitute a breach of applicable securities legislation.
Please note that an investment in the Company is subject to regulation under the Swedish Act (2023:560) on Screening of Foreign Direct Investments, which requires investors, under certain conditions, to notify and obtain approval from the Inspectorate of Strategic Products. Investors should independently assess whether a notification obligation applies before making any investment decision.
In the United Kingdom, this press release may only be distributed to, and is only directed at, (i) persons who 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 "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) persons who are outside the United Kingdom, or (iv) 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 ("FSMA")) in connection with the issue or sale of any 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 persons who are not relevant persons must not act on or rely on the information in this press release. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
In all EEA member states ("EEA"), other than Sweden, this communication is intended for and directed only at qualified investors in the relevant member state within the meaning of the Prospectus Regulation.
Forward-looking statements
This press release contains forward-looking statements that relate to the Company's intentions, assessments or expectations regarding the Company's future results, financial position, liquidity, development, outlook, expected growth, strategies and opportunities, and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contain expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "assumes", "should", "could" and, in each case, the negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. As these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual result or outcome may, for many different reasons, differ materially from what is stated in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause the actual course of events to differ materially from the expectations expressly or implicitly stated in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise in respect of the content of this press release, unless required by law or the rules of Nasdaq First North Premier Growth Market.
Potential investors should not place undue reliance on the forward-looking statements in this press release, and potential investors are encouraged to read the share issue memorandum prepared by the Company in connection with the Rights Issue.
Information to distributors
Solely for the purposes of the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with a target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is suitable only for investors who do not require guaranteed income or capital protection and who (either alone or together with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
Contact
Theis Kipling, CEO
Telefon: +46 (0) 76 666 36 52
E-post: theis.kipling@biovica.com
Anders Morén, CFO
Phone: +46 73 125 92 46
E-mail: anders.moren@biovica.com
Biovica – Treatment decisions with greater confidence
Biovica develops and commercializes blood-based biomarker assays that help oncologists monitor cancer progression. Biovica’s assay, DiviTum® TKa, measures cell proliferation by detecting the TKa biomarker in the bloodstream. The assay has demonstrated its ability to provide insight to therapy effectiveness in several clinical trials. The first application for the DiviTum® TKa test is treatment monitoring of patients with metastatic breast cancer. Biovica's vision is: “Improved care for cancer patients.” Biovica collaborates with world-leading cancer institutes and pharmaceutical companies. DiviTum® TKa has received FDA 510(k) clearance in the US and is CE-marked in the EU. Biovica's shares are traded on the Nasdaq First North Premier Growth Market (BIOVIC B). FNCA Sweden AB is the company's Certified Adviser. For more information, please visit: www.biovica.com