NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Lytix Biopharma AS (“Lytix” or the “Company”) has engaged Arctic Securities AS and SpareBank 1 Markets AS as Joint Global Coordinators and Joint Bookrunners and Swedbank Norge, a branch of Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A.) as Joint Bookrunner (together the "Managers") to advise on and effect a contemplated private placement in the Company of 7,888,888 new shares (the “Offer Shares”) to be issued by the Company to raise gross proceeds of up to NOK 142 million (the “Private Placement”). The price per share in the Private Placement has been set to NOK 18, equivalent to a pre-money equity value of the Company of NOK 472 million based on 26,227,120 shares the Company.
The Company has recently completed the offering period for a share offering towards its shareholders and certain other investors, and expect to issue 3,234,116 new shares at a subscription price of NOK 18.00 to the subscribes (the "National Offering"), raising gross proceeds of NOK 58 million. The National Offering is expected completed at the same time as the Private Placement. The net proceeds from the Private Placement and the National Offering will be used to initiate and complete a Phase II trial of LTX-315, a first-in-class oncolytic peptide, in combination with pembrolizumab and complete LTX-401 pre-clinical development and initiate a Phase I/II trial of LTX-401, a second-generation molecule developed for treatment of visceral tumors, as well as for general corporate purposes.
“We are on a mission to develop revolutionary cancer immunotherapies that can activate the body's own immune system to recognize and kill a variety of cancer cells. As cancer develops and mutates a tumor consists of several different cells, our product candidate attacks most of the cells. The listing on Euronext Growth Oslo will support our growth ambitions. We seek to enter strategic partnerships with big pharma and large biotech’s in order to maximize the likelihood of successfully bringing product candidates to market and to achieve the highest possible sales,” said Dr. Øystein Rekdal, CEO of Lytix Biopharma.
Pre-commitments and subscriptions:
- Brynjar Forbergskog have pre-committed to subscribe for Offer Shares for NOK 20 million, through Saturn Invest AS (NOK 10 million) and HIFO Invest AS (NOK 10 million).
- Gert W. Munthe, chair of the board, have pre-committed to subscribe for Offer Shares for NOK 5 million, through North Murray AS.
- Terje Johansen has pre-committed to subscribe for Offer Shares for NOK 18 million, through TAJ Holding AS.
- Jakob Hatteland has subscribed for NOK 21 million in the National Offering.
- All members of the management team have subscribed for a total of approx. NOK 0.6 million in the National Offering.
- Other existing shareholders have subscribed for a total of approx. NOK 36 million in the National Offering.
- In addition, PBM LYT Holdings, LLC, an affiliate of PBM Capital Group, LLC, has pre-committed to subscribe for NOK 42.5 million in the Private Placement.
It is contemplated that PBM LYT Holdings, LLC, will receive non-transferable warrants equal to 56.3% of the number of Shares subscribed for by PBM LYT Holdings, LLC in the Private Placement. Each warrant is contemplated to have a duration of 12 months, and give the right to subscribe for one Share in the Company at a subscription price of NOK 0.10 per Share.
The bookbuilding period in the Private Placement will commence today, 31 May 2021 at 09:00 CEST and close on 4 June 2021 at 16:30 CEST. The Managers and the Company may, however, at any time resolve to shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
Lytix has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth (the “Listing”). The first day of trading on Euronext Growth is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 14 June 2021.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and other applicable regulations are available. Completion of the Private Placement is conditional upon i) all necessary corporate resolutions being validly made by the Company, including without limitation, the board resolving to allocate the Offer Shares and the general meeting of the Company resolving to issue the New Shares and the warrants to PBM Capital and (ii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Lytix in brief: Based in Oslo, Norway, Lytix Biopharma is a clinical stage biotech company developing novel cancer immunotherapies, an area within cancer therapy that is aimed at activating the patient’s immune system to fight cancer. The Company’s technology is based on pioneering research in “host defense peptides” – nature’s first line of defense towards foreign pathogens. Lytix Biopharma’s lead product, LTX-315, is a first-in-class oncolytic peptide with the potential to personalize immunotherapy.
Advisors: Arctic Securities AS and SpareBank 1 Markets AS are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners and Swedbank Norge, a branch of Swedbank AB (publ) (in cooperation with Kepler Cheuvreux S.A.) is engaged as Joint Bookrunner in connection with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to Lytix. First House AS is acting as communications advisor.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States (other than to PBM LYT Holdings, LLC) of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act and to PBM LYT Holdings, LLC, a Delaware limited liability company, in the United States in reliance on Section 4(a)(2) of the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.