Prospectus relating to the rights issue in Scandion Oncology A/S (”Scandion Oncology” or ”the Company”) has been approved and registered by the Danish Financial Supervisory Authority and is now available at Scandion Oncology’s website (www.scandiononcology.com), Sedermera Fondkommission (www.sedermera.se) and at the website of Spotlight Stock Market (www.spotlightstockmarket.com). Teaser and subscription form will be published on the webpages mentioned above at the start of the subscription period. The prospectus has also been passported to Sweden.
Motivation for the rights issue
To increase the commercial potential of the drug candidate SCO-101, Scandion Oncology’s new strategy is to run two clinical Phase II studies in metastatic, drug-resistant cancer patients. By initiating two Phase II clinical studies in parallel, i.e. colorectal and breast cancer, and with two different types of chemotherapy the Company will mitigate the risk by pursuing different cancer indications and increase the commercial value for SCO-101.
Increased subscription commitments
Scandion Oncology has prior to the planned rights issue in writing agreed on subscription commitments and “top-down” guarantee commitments. The subscription commitments have increased by SEK 2 million from previously communicated SEK 16.9 million to SEK 18.9 million. Thus, Scandion Oncology has through subscription commitments and guarantee commitments agreed on approximately SEK 26.1 million corresponding to approximately 89 % of the issue volume.
Investor meetings
In connection with the rights issue, Scandion Oncology will present the business and future plans at a number of investor events. See schedule below for details. Participation at the investor events is free of charge.
| Date and time | Event | Place | Registration |
| June 24, 201917:30 – 19:30 | Investor meeting in Stockholm | Scandic AnglaisHumlegårdsgatan 23102 44 Stockholm | Registration is made at http://www.sedermera.se |
| June 25, 201917:30 – 19.30 | Investor meeting in Copenhagen | Copenhagen Admiral Hotel Toldbodgade 24-281253 Copenhagen | Registration is made at http://www.sedermera.se |
| June 26, 201911:30 – 13.00 | Investor meeting in Malmo | Malmö BörshusSkeppsbron 2211 20 Malmo | Registration is made at http://www.sedermera.se |
| June 27, 201911:30 – 13.00 | Investor meeting in Gothenburg | Elite Park Avenue HotelKungsportsavenyen 36411 36 Gothenburg | Registration is made at http://www.sedermera.se |
Summary of the offering
- Subscription period: 20 June 2019 – 9 July 2019.
- Record date and preferential rights: The record date is on the 14th of June 2019. Shareholders of Scandion Oncology at the record date have preferential rights in the unit issue. Last day of trading in Scandion Oncology’s share including the right to receive unit rights is on 12th of June 2019. First day of trading in Scandion Oncology’s share excluding the right to receive unit rights is on 13th of June 2019. Each currently held share qualifies for one (1) unit right. Five (5) unit rights entitles the subscriber to subscribe for one (1) unit. One (1) unit consists of three (3) new shares and one (1) consideration free warrants of series TO 1.
- Issue price: 12.30 SEK per unit, corresponding to 4.10 SEK per share. Warrants of series TO 1 are received free of consideration.
- Volume of issuance: The offering consists of up to 7,144,590 shares and a total of up to 2,381,530 warrants of series TO 1, corresponding to payment of an aggregate cash subscription amount of approximately SEK 29.3 million (for subscription of the shares) and SEK 12.4 million respectively (for subscription of shares based on exercise of warrants). If the unit issue is fully subscribed and all the warrants of series TO 1 are exercised, Scandion Oncology is provided with a total of approximately SEK 41.7 million before issuing costs.
- Subscription commitments and guarantee commitments: Scandion Oncology has prior to the unit issue in writing agreed on subscription commitments of approximately SEK 18.9 million and Top-down guarantee commitments of approximately SEK 7.2 million. Thus, in total the Company has agreed on approximately SEK 26.1 million, corresponding to approximately 89 % of the issue volume, through subscription commitments and guarantee commitments. The guarantee commitments will be from the top down, meaning e.g. if the rights issue is subscribed for SEK 22.1 million, the guarantee commitment is executed for the remaining SEK 7,2 million.
- Number of shares before the unit issue: 11,907,651 shares.
- Valuation (pre-money): Approximately SEK 48.8 million.
- Trading in unit rights: Trading in unit rights will be made at Spotlight Stock Market during the time period 20th of June 2019 – 5th of July 2019.
- Trading in BTU: Trading in paid subscribed unit (“BTU”) will take place on Spotlight Stock Market from 20th of June 2019 until the Danish Business Agency (Erhvervsstyrelsen) has registered the unit issue. This registration is expected to take place in the middle of July 2019.
- Marketplace: The share of Scandion Oncology is listed at Spotlight Stock Market.
- Cross border-transfer of securities: From 3rd of June 2019 – 18th of June 2019, cross border-transfer of shares, i.e. transfers of shares from VP-Securities to Euroclear or vice versa, in Scandion Oncology, are stopped. Unit rights and paid and subscribed units (”BTU”) in the Company will not be subject to cross border-transfer between VP-Securities and Euroclear during this period.
Summary of the consideration free warrants
- Exercise period: 10 September 2020 – 1 October 2020.
- Exercise price: Each warrant entitles the holder the right to subscribe for one (1) new share in Scandion Oncology at a subscription price of SEK 5.20 per share.
- Issue volume: If the initial issue of units is fully subscribed, a total of 2 381 530 warrants of series TO 1 will be issued. The warrants can provide the Company a total of SEK 12 383 956,00 if all warrants are exercised.
- Valuation (pre-money): Approximately SEK 99 million.
Financial advisor, issuing agent and legal advisor
Sedermera Fondkommission is the financial advisor and issuing agent of Scandion Oncology in connection with the rights issue. Markets & Corporate Law acts as the legal advisor.
For additional information regarding the rights issue, please contact: Sedermera Fondkommission
Phone: +46 (0) 40-615 14 10
E-mail: info@sedermera.se
For more information regarding Scandion Oncology, please contact:
Nils Brünner, CEO
Phone: +45 26 14 47 08
E-mail: nb@scandiononcology.com
http://www.scandiononcology.com
This information is information that Scandion Oncology A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on June 17th, 2019.
Scandion Oncology is a biotechnology company founded in 2017 for the purpose of addressing and tackling one of the greatest challenges in modern oncology – the effective treatment of cancer which contains drug resistant cell clones or which has developed resistance to a previously prescribed cancer-fighting drug. In preclinical animal studies, the company’s leading candidate drug, SCO-101, was found to significantly enhance the efficacy of certain standard cancer treatments when given in combination. In addition SCO-101 restores chemotherapy sensitivity in in vitro grown resistant cancer cells. Scandion Oncology will in Q4 2019 initiate a clinical phase II study with SCO-101 in combination with chemotherapy. Scandion Oncology was listed on Spotlight, Sweden in November 2018.