The Board of Directors in Scandion Oncology A/S (“Scandion Oncology” or the “Company”) has today, 16 November 2020, pursuant to the authorization granted by the extraordinary general meeting on 13 November 2020, resolved on a fully guaranteed new share issue of 10,711,848 shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The subscription price in the Rights Issue is SEK 22 per share. The Company will receive SEK 235,660,656 prior to deduction of transaction costs related to the Rights Issue.
The information in this press release is not intended for publication, public release or distribution, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or regulations. See the section “Important information” at the end of this press release.
- The proceeds from the Rights Issue will primarily be used to finance continued clinical development of SCO-101.
- Existing shareholders in the Company receive one subscription right for each share held as of the record date, 24 November 2020. Two subscription rights entitle the holder to subscribe for one new share in the Rights Issue.
- Subscription in the Rights Issue may occur under the period as of 26 November – 10 December 2020.
- For existing shareholders not participating in the Rights Issue, a dilution effect corresponding to 33.3 per cent of the total number of shares and votes in the Company following the Rights Issue will arise.
Certain of the Company’s shareholders, board members and management have undertaken to subscribe new shares, amounting to approximately SEK 4.4 million, equivalent to approximately 2 percent of the Rights Issue. In addition, the Company has received subscription commitments (without commitment fee) amounting to approximately SEK 29 million from external professional investors and guarantee commitments amounting to approximately SEK 202.3 million from certain external guarantors, together corresponding to approximately 98 percent of the Rights Issue. Consequently, the Rights Issue is fully guaranteed.
”With the proceeds from this rights issue we will continue the development of Scandion Oncology into a significant clinical stage cancer drug resistance company. We are at the threshold of bringing SCO-101 to proof of concept in drug resistant cancer patients, and we see a large and growing potential to strengthen our pipeline further preventing resistance not only in colorectal cancer, but also in pancreatic cancer and other cancers. SCO-101 is the first of its kind, and will bring a solution to a huge and growing problem for patients – overcoming cancer drug resistance,” says Bo Rode Hansen, President & CEO, Scandion Oncology A/S.
Background and reasons
Scandion Oncology is a clinical phase II biotechnology company addressing cancer drug resistance as a complement to existing anti-cancer therapies by developing first-in-class, oral add-on drugs. Used as a combination therapy, the Company’s products have the potential to quickly reach peak sales in addition to potentially offering better response rates and increased survival time with improved quality of life. The lead candidate, SCO-101, is currently in clinical phase II. The drug has a multimodal mechanism of action, targeting well-documented, key cancer drug resistance mechanisms, which are common among a wide variety of cancer indications. The Company is targeting cancer drug resistance in various treatment modalities including, chemotherapy, anti-hormonal therapy, and immuno-oncology. Initially, the Company is targeting colorectal-, pancreatic-, and breast cancer.
On 1 October 2020, Scandion Oncology appointed Bo Rode Hansen as new President and CEO and co-founder Nils Brünner as new CSO to strengthen executive leadership in order to bring the Company to the next level of its corporate, scientific and commercial phase.
Targeting well-known cancer drug resistance mechanisms enables the Company to develop a broad pipeline that address several indications:
- SCO-101 is currently in phase II trial in combination with standard market-leading chemotherapy (FOLFIRI) to evaluate safety and efficacy of the combination treatment in late-stage metastatic colorectal cancer patients with acquired FOLFIRI resistance. Data from part 1 of the trial is expected in Q2 2021.
- In October 2020, Scandion Oncology initiated phase Ib (dose-range finding) with SCO-101 in combination with first line chemotherapy (nab-paclitaxel and gemcitabine) in patients with metastatic pancreatic cancer. Results are expected in Q2-Q3 2021.
- In addition, Scandion Oncology’s biomarker strategy includes a personalized treatment approach with SCO-101, which is enabled through the development of predictive biomarkers where the biomarker assays are expected to be validated in Q2 2021.
- The second clinical drug, SCO-201, is undergoing preclinical profiling to be prepared for human trial.
During 2020, Scandion Oncology has reached several important milestones. The positive data from the first patients made it possible for the Company to attract Bo Rode Hansen, a seasoned top executive and life science entrepreneur, as President and CEO. Scandion Oncology is now on the path towards value inflecting milestones, aiming to increase benefit of patients and create shareholder value. The Company will use the proceeds from the Rights Issue to further create shareholder value and to bring Scandion Oncology’s candidates towards commercialization.
Use of proceeds
The net proceeds of approximately SEK 200 million from the Rights Issue are intended to finance the following activities:
- Approximately 60% will be used for continued development of SCO-101, including drug production and clinical trials.
- Approximately 10% will fund pre-clinical development of SCO-201 and explorations og additional indications of SCO-101.
- Approximately 30% will support general company activities.
Rights Issue
The Board of Directors of the Company has today, 16 November 2020, pursuant to the authorization granted by the extraordinary general meeting held on 13 November 2020, resolved on a new share issue of up to a maximum of 10,711,848 shares with preferential rights for the Company’s existing shareholders in proportion to their shareholdings as of the record date 24 November 2020.
Holders of shares, which on the record date of 24 November 2020 are entered in the share register held by Euroclear Sweden AB, have the preferential right to shares in the Rights Issue. One existing share gives right to one subscription right and two subscription rights entitle the holder to subscribe for one new share in the Rights Issue at a subscription price of SEK 22 per share.
The Company will receive SEK 235,660,656 before deduction of transaction costs related to the Rights Issue.
The Rights Issue will result in an increase of the share capital of DKK 787,320.8280. Following the Rights Issue, the number of shares in Scandion Oncology will amount to 32,135,544 and the share capital will amount to DKK 2,361,962.4840. For existing shareholders not participating in the Rights Issue, a dilution effect corresponding to approximately 33.3 percent of the total number of shares and votes in the Company following the Rights Issue will arise. Shareholders who choose not to participate in the Rights Issue may sell their subscription rights.
The last day of trading in Scandion Oncology’s shares, including the right to receive subscription rights in the Rights Issue, is 20 November 2020. The first day of trading in Scandion Oncology’s shares without the right to receive subscription rights in the Rights Issue is 23 November 2020. Subscription of shares with subscription rights shall be by cash payment during the period from 26 November – 10 December 2020. Subscription of shares without subscription rights shall be made on a special subscription list during the period from 26 November – 10 December 2020. Payment for remaining shares subscribed without subscription rights shall be made in cash no later than two banking days following the issue of the settlement note, which indicates notification of allocation.
Allotment of remaining shares subscribed for without subscription rights
In the event that all shares are not subscribed for with subscription rights before the expiry of the subscription period, the remaining shares will, without compensation to the holders of unexercised subscription rights, be allotted to such existing shareholders and qualified investors having made binding undertakings to subscribe for remaining shares without subscription rights. In case of oversubscription of the remaining shares, the remaining shares will be allocated according to apportionment keys determined by the Board of Directors.
Prospectus
The full terms and conditions of the Rights Issue and information about the Company will be included in a prospectus expected to be published on the Company’s website around 24 November 2020. In Denmark, the offering is carried out without a prospectus pursuant to applicable exemptions.
Subscription undertakings and guarantees
Certain of the Company’s shareholders, board members and management have undertaken to subscribe new shares, amounting to approximately SEK 4.4 million, equivalent to approximately 2 percent of the Rights Issue. In addition, the Company has received subscription commitments amounting to approximately SEK 29 million from external professional investors and guarantee commitments amounting to approximately SEK 202.3 million from certain external guarantors, together corresponding to approximately 98 percent of the Rights Issue. Consequently, the Rights Issue is fully guaranteed.
A guarantee commission will be paid for the guarantee commitments, based on current market conditions, of nine (9) percent of the guaranteed amount in cash consideration. No consideration is to be paid for the subscription commitments that have been entered into. These subscription and guarantee commitments are not secured through bank guarantees, restricted funds, pledged assets or similar arrangements. Further information on the parties who have entered into guarantee commitments will be presented in the prospectus that will be released before the commencement of the subscription period.
Preliminary timetable for the Rights Issue
| Last day of trading in shares including right to receive subscription rights: | 2020-11-20 |
| First day of trading in shares excluding right to receive subscription rights: | 2020-11-23 |
| Record date for participation in the Rights Issue: | 2020-11-24 |
| Prospectus announced and published on the Company’s web page: | 2020-11-24 |
| Subscription period: | 26 November – 10 December 2020 |
| Trading in subscription rights: | 26 November – 8 December 2020 |
| Trading in BTA’s ends: | 3 December 2020 until the Danish Business Authority has registered the Rights Issue and BTA are converted to shares. |
| Announcement of final outcome in the Rights Issue: | Around 15 December 2020. |
| Trading in new shares commences: | Following registration of the new shares at the Danish Business Authority, the newly issued shares will be admitted to trading on Spotlight. Such trading is expected to commence around 11 January 2021. |
Lock-up undertakings
The Board of Directors and executive management of Scandion Oncology have signed so-called lock-up undertakings towards Vator Securities AB, which means that they commit to retain their holdings of shares and/or other securities in the Company for a period of 180 days calculated from the first day of trading of the new shares in the Rights Issue. The lock-up undertaking does also apply to shares subscribed for in the Rights Issue.
Advisors
Vator Securities is financial adviser and Advokatfirman Schjødt (as to Swedish law) and Plesner Advokatpartnerselskab (as to Danish law) are legal advisers to the Company in connection with the Rights Issue.
For further information, please contact:
Bo Rode Hansen, CEO
Phone: +45 28340871
E-mail: info@scandiononcology.com
This information is information that Scandion Oncology is obliged to publish in accordance to the EU Market Abuse Regulation. The information was provided by the contact person above for publication on 16 November 2020.
About Scandion Oncology
Scandion Oncology A/S is a clinical stage II biotechnology company currently developing first-in-class, oral add-on drugs to existing market leading anti-cancer therapies. As add on to standard anti-cancer therapies, it introduces an effective treatment approach for cancer, which is or has become resistant to cancer-fighting drugs, offering the potential for better response rates, longer survival and improved quality of life. The first-in-class lead candidate, SCO-101, is currently in clinical Phase II. The company is targeting cancer drug resistance in various treatment modalities including, chemotherapy, anti-hormonal therapy and immunotherapy. Scandion Oncology was listed on Spotlight Stock Market, Sweden in November 2018. Ticker code: SCOL
IMPORTANT INFORMATION
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed 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 solicitation to buy or subscribe for any securities in Scandion Oncology in any jurisdiction, either from Scandion Oncology or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (“the Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). In Denmark, the offering is carried out without a prospectus pursuant to applicable exemptions.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Spotlight Stock Market’s regulations.