Initiator Pharma A/S (“Initiator” or the “Company”) announces the outcome of the Company’s rights issue of up to 14,039,590 shares (the “Rights Issue”), for which the subscription period ended on 26 June 2025. In the Rights Issue, 6 133 159 shares, corresponding to around 43.7 percent of the Rights Issue were subscribed through subscription rights. Additionally, 277 458 shares, corresponding to around 2.0 percent of the Rights Issue were subscribed without subscription rights. 5 670 164 shares, corresponding to around 40,4 percent of the Rights Issue were subscribed through guarantee undertakings. The Rights Issue will provide the Company with proceeds of approximately SEK 48.3 million before deduction of costs related to the Rights Issue.
On 19 May 2025, Initiator Pharma announced that the Board of Directors had resolved on a rights issue of approximately SEK 56.2 million. The net proceeds from the Rights Issue of approximately SEK 43.3m after transaction costs will fund the continued clinical development of pudafensine in vulvodynia, other activities relating to pudafensine as well as business development activates and general corporate purposes. The proceeds from the Rights Issue are expected to finance Initiator well into 2027
Subscription and allotment
In the Rights Issue, 6 133 159 shares, corresponding to around 43.7 percent of the Rights Issue were subscribed through subscription rights. Additionally, 277 458 shares, corresponding to around 2.0 percent of the Rights Issue were subscribed without subscription rights. In total 6 410 617 shares for approximately SEK 25.6m corresponding to 45.7 percent of the Rights Issue were subscribed through rights and without subscription rights. Hence, underwriting commitments of 5 670 164 shares or SEK 22.7m, corresponding to approximately 40.4 percent of the Rights Issue, will be utilized.
The Rights Issue will provide the Company with proceeds of approximately SEK 48.3 million before deduction of transaction costs of SEK 5.0m (including guarantee compensation of SEK 3.1m)
Allocation of shares has been made in accordance with the principles set out in the memorandum that was published by the Company on 10 June 2025. Settlement notes are expected to be sent out today, 1 July 2025, to those who have been allotted shares without subscription rights. Allotted shares subscribed for without subscription rights shall be paid in accordance with the instructions in the settlement note.
Number of shares and share capital
When the capital increase in respect of the Rights Issue has been registered with the Danish Business Authority, Initiator Pharma’s share capital will have increased by nominally DKK 1 268 481.97. The share capital will increase from DKK 5 896 627,91 to DKK 7 165 109.88. The total number of shares will increase by 12 080 781, from 56 158 361 to 68 239 142. The Rights Issue entails a dilution of approximately 17.7 percent of the votes and capital for shareholders who did not participate in the Rights Issue. The figures do not include any shares issued as compensation for guarantee undertakings.
Trading in BTA
Trading in paid subscribed shares (Sw. BTA) will continue on Nasdaq First North Growth Market until the Rights Issue has been registered with the Danish Business Authority. The registration is expected to take place in early July 2025.
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.