Initiator Pharma A/S (“Initiator” or the “Company”) has completed the rights issue of shares that was decided by the Board of Directors on May 19, 2025 (the "Rights Issue"). The Board of Directors of the Company has today, with the support of the authorization from the Extraordinary General Meeting in June 5 2025, resolved on a directed issue of shares to the guarantors in the Rights Issue who will receive their guarantee compensation in the form of shares in the Company (the "Compensation Issue"). The subscription price in the Compensation Issue is set at SEK 4.0 per share (corresponding to the subscription price in the Rights Issue) and payment is made by offsetting the guarantors' claims on the Company regarding guarantee compensation.
Compensation Issue
As previously communicated in connection with the Rights Issue, participants in the primary guarantee received a compensation of 15 percent paid in shares. Participants in the secondary guarantee had the option of choosing between 10 percent paid in cash or 12 percent paid in shares as compensation. Participants in the primary guarantee will receive 93 750 shares as compensation and certain participants in the secondary guarantee will receive 120 000 shares in compensation. In total, the Compensation Issue amounts to 213 750 shares.
Accordingly, the Board of Directors has today, based on the authorization from Extraordinary General Meeting in June 5 2025, resolved on the Compensation Issue. The subscription price in the Compensation Issue amounts to SEK 4.0 and corresponds to the subscription price in the Rights Issue. The basis for calculating the subscription price has been determined in the guarantee agreements through negotiations between the guarantors and the Company at arm's length, in consultation with the financial advisor and after an analysis of customary market factors. In light of this, the Board of Directors considers that the subscription price is in line with market practise.
The reason for the deviation from the shareholders' preferential rights in the Compensation Issue is to fulfil the Company's contractual obligation to the guarantors. The Board of Directors also believes that it is beneficial to the Company's financial position to take advantage of the opportunity to pay the guarantee compensation in the form of shares instead of through cash payment.
Share capital and number of shares
Following the Compensation Issue, Initiator’s share capital will be increased nominally by DKK 22,443.75, from DKK 7,165,109.88 to DKK 7,187,553.63, corresponding to a total of 68,452,892 shares. The subscription price is DKK 2,547.79, equivalent to SEK 4.00 per share, and has been converted to DKK 2.6728 per share using the SEK-DKK exchange rate published by Danmarks Nationalbank on 11 July 2025. The total number of shares will increase by 213 750, from 68 239 142 to 68 452 892.
Advisers
Bergs Securities is sole manager and bookrunner and DLA Piper is legal adviser to Initiator.
Important information
The publication, disclosure, or distribution of this corporate announcement may be subject to legal restrictions in certain jurisdictions, and persons in the jurisdictions where this corporate announcement has been disclosed or distributed should inform themselves of and comply with such legal restrictions. The information in this corporate announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in pre-emption rights, shares, warrants or other securities in Initiator. No action has been taken, and measures will not be taken to permit a public offering in any jurisdictions other than Denmark and Sweden. The recipient of this corporate announcement is responsible for using this corporate announcement and the information herein in accordance with applicable regulations in the respective jurisdiction. This corporate announcement does not constitute an offer to sell or an invitation regarding an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such an offer or invitation would be unlawful.
This corporate announcement is not a prospectus in accordance with the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. In connection with the Rights Issue, the Company will prepare a disclosure document in accordance with article 1.4 db of the Prospectus Regulation. The disclosure document will be drafted in accordance with Annex IX of the Prospectus Regulation. The Danish Financial Supervisory Authority, which is the competent authority, will not approve nor review the disclosure document. Each investor is advised to make their own assessment of whether it is appropriate to invest in the Company.
The information in this corporate announcement may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required by Danish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No pre-emption rights, shares, warrants or other securities in Initiator have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States of America, and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area ("EEA"), no public offering of pre-emption rights, shares, warrants or other securities ("Securities") is made, except for Denmark and Sweden (“Other EEA States”). In the Other EEA States, this corporate announcement is intended only for and directed to “qualified investors” as defined in the Prospectus Regulation. The Securities are not intended to be offered to the public in any Other EEA State and are only available to “qualified investors” in such Other EEA State, except pursuant to the applicable exception in the Prospectus Regulation. In Other EEA States which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to and is only directed at “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018). “Qualified investors” are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors". In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this corporate announcement and should not act or rely on it.
This corporate announcement may contain forward-looking statements which reflect the Company's current view on future events and financial and operational development. Words such as "intend", "expect", "anticipate", "may", "believe", "plan", "estimate" and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development, and the actual outcome could differ materially from the forward-looking statements.