On November 16, 2020, OncoZenge AB (publ), Moberg Pharma’s subsidiary, announced that the company had secured financing of a total of approximately SEK 70 million ahead of the spin-off and separate listing on Nasdaq First North Growth Market. Today, the Board of Moberg Pharma has decided that the record date for the right to receive shares in OncoZenge shall be February 5, 2021. The Board of OncoZenge has today, with the support of an authorization from an Extraordinary General Meeting on January 21, 2021, decided on the terms for the rights issue of approximately SEK 60 million (the “Rights Issue”). In addition, an indicative timetable for both the Rights Issue and the listing process on Nasdaq First North Growth Market is announced, where the first day of trading is expected to be on February 12, 2021.
Terms for the Lex Asea distribution
The Board of Directors of Moberg Pharma has decided that the record date for the right to receive shares in OncoZenge shall be February 5, 2021. Ten (10) ordinary shares in Moberg Pharma, as of the record date for the distribution, entitle to one (1) share in OncoZenge. If the shareholding is not evenly divisible by ten, fractions of a share will be obtained. All such fractions will be combined into whole shares and thereafter sold through the agency of Erik Penser Bank. The sales proceeds are paid out in cash via Euroclear, without deduction for brokerage fees.
In order to adjust the number of outstanding shares prior to the Lex Asea distribution, OncoZenge has completed a division of shares where each share has been divided into nine shares of the same class of shares as before, a so-called share split 9:1. The number of shares in OncoZenge after the completed share split amounted to 5,400,000. In addition, OncoZenge has carried out an equalizing share issue of a total of 456,622 shares to adjust the number of shares to be distributed to Moberg Pharma’s shareholders, which will amount to a total of 4,404,667 shares. The total number of shares in OncoZenge after the share split and equalizing share issue amounts to 5,856,622 shares.
Listing on Nasdaq First North Growth Market
In December 2020, The Board of Directors of OncoZenge applied for admission to trading on Nasdaq First North Growth Market. The first day of trading on Nasdaq First North Growth Market is scheduled for February 12, 2021, subject to Nasdaq’s approval.
Terms for the Rights Issue
The Board of Directors of OncoZenge has today, with the support of the authorization from the Extraordinary General Meeting on January 21, 2021, decided on the final terms of the Rights Issue. The right to subscribe for shares with preferential rights shall vest in those who are registered as shareholders in OncoZenge on the record date for the Rights Issue, whereby one (1) existing share held in OncoZenge entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price amounts to SEK 10.25 per share, which entails that OncoZenge will receive approximately SEK 60 million before issue costs from the Rights Issue.
The record date for the right to participate in the Rights Issue is February 17, 2021. Subscription shall take place during the period from and including February 19, 2021 up to and including March 5, 2021. Last day for trading in OncoZenge’s share including the right to participate in the Rights Issue is February 15, 2021. Subscription rights are traded on Nasdaq First North Growth Market during the period from and including February 19, 2021, up to and including March 2, 2021. Subscription rights that are not exercised during the subscription period will become invalid and lose their value.
If not all shares are subscribed for with support of subscription rights, the remaining shares, within the framework of the maximum amount of the Rights Issue, shall be allotted: firstly, to those who have subscribed for shares with support of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without support of subscription rights and in the event that allotment to these cannot be made in full, the allotment shall be made pro rata in relation to the number of subscription rights that each of those who has applied for subscription of shares without support of subscription rights has exercised to subscribe for shares; secondly, to others who have only applied for subscription of shares without support of subscription rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares that the subscriber has applied for subscription of; and thirdly to those who have undertaken to guarantee subscription of shares in the Rights Issue, in proportion to such guarantee undertakings. To the extent that allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.
Subscription and guarantee commitments
In connection with the Rights Issue, existing shareholders in OncoZenge, including Östersjöstiftelsen, Linc AB and John Fällström, have entered into subscription and guarantee commitments totalling approximately SEK 60 million, which entails that the Rights Issue is fully secured. In addition, all members of the Board and management intend to participate in the Rights Issue.
Prospectus
Complete terms and conditions for the Rights Issue as well as other information about OncoZenge and the listing on Nasdaq First North Growth Market will be stated in the prospectus that is expected to be published on February 8th, 2021.
Change in share capital and number of shares and dilution
The Rights Issue entails, if fully subscribed, that the share capital will increase by approximately SEK 650,736.18 from approximately SEK 650,736.18 to approximately SEK 1,301,472.37 and the number of shares by 5,856,622 shares from 5,856,622 shares to 11,713,244 shares. The dilution for existing shareholders who do not participate in the Rights Issue will thus amount to 50 percent.
Timetable for Lex Asea, the Rights Issue and the listing on Nasdaq First North Growth Market
The timetable is indicative until Nasdaq’s conditional approval has been obtained, which is expected to take place no later than February 8, 2021.
February 3, 2021 Last trading day in Moberg Pharma with the right to receive shares in OncoZenge
February 4, 2021 First trading day in Moberg Pharma without the right to receive shares in OncoZenge
February 5, 2021 Record date for the Lex Asea distribution of OncoZenge shares
February 8, 2021 Estimated date for publication of prospectus
February 12, 2021 First day of trading on Nasdaq First North Growth Market
February 15, 2021 Last trading day in OncoZenge with the right to receive subscription rights
February 16, 2021 First trading day in OncoZenge without the right to receive subscription rights
February 17, 2021 Record date for participation in the Rights Issue
February 19 – March 5, 2021 Subscription period
February 19 – March 2, 2021 Trading in subscription rights
March 9, 2021 Estimated date for publication of the outcome of the Rights Issue
Advisors
Erik Penser Bank AB is the financial advisor and Gernandt & Danielsson Advokatbyrå AB is the legal advisor in connection with the distribution of shares, financing and listing of OncoZenge.
About oral mucositis and BupiZenge®
Globally, around 5 million people suffer from Oral mucositis (“OM”) after cancer treatment. OM is an inflammation of the mucous membranes in the mouth and throat, which results in painful ulcers. OM is considered the most debilitating side effect of radiation therapy and chemotherapy and commonly occurs. After radiation therapy in the head and neck region, 90 percent of patients develop OM, and of the patients who are treated with chemotherapy around 30 percent are affected. OM causes severe pain, difficulty to swallow and talk, and can lead to interruptions in cancer treatment as well as increased health care costs.
The technology behind BupiZenge® includes a lozenge with bupivacaine, a long-acting local anesthetic that is currently only available in injectable form for other indications. In a previous phase 2 study in cancer patients, BupiZenge® has demonstrated statistically significant pain relief in the oral cavity and throat, the pain level in the mouth was reduced by 50 percent compared to the current treatment. The next step for BupiZenge® is a pivotal clinical phase 3 study for the European market and additional markets. A phase 3 study is expected to be initiated during the beginning of 2022 and the objective is top-line results in 2023.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a Swedish pharmaceutical company focused on commercializing proprietary innovations based on drug delivery of proven compounds. The company’s main asset, MOB-015, is a novel topical treatment for onychomycosis, with recently completed phase 3 trials in more than 800 patients. The pipeline also includes the late-stage asset BupiZenge® for pain relief in oral mucositis, spun out in the separate company OncoZenge. Clinical data generated for both assets indicate they have the potential to become market leaders in their respective niches. Moberg Pharma is headquartered in Stockholm and the company’s shares are listed on the Small Cap list of the Nasdaq Stockholm (OMX: MOB).
About OncoZenge, www.oncozenge.se
OncoZenge AB (publ) is a Swedish pharmaceutical company founded in 2020 through a spin-off from Moberg Pharma AB. The company collaborates with leading clinicians from Hvidovre Hospital in Denmark. OncoZenge develops better products for supportive care of cancer patients. Preparations are underway for Phase 3 of BupiZenge®, after leading Phase 2 data for pain relief in patients with oral mucositis.
For additional information, please contact:
Anna Ljung, CEO Moberg Pharma, telephone: +46 707 66 60 30, e-mail: anna.ljung@mobergpharma.se
Pirkko Tamsen, CEO OncoZenge, telephone: +46 760 09 84 99, e-mail: pirkko.tamsen@oncozenge.se
About this information
The information was submitted for publication, through the agency of the contact persons set out above, at 1.00 p.m. CET on January 29, 2021.