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FluoGuide develops surgical solutions that is expected to reduce suffering for the patient and increases the likelihood of cure as well as reducing costs for the health care system.

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FluoGuide has completed a directed share issue raising approximately SEK 25 million

Regulatory


March 10, 2022

Copenhagen, Denmark, 10 March 2022 – FluoGuide A/S (publ) a developer of surgical precision solutions within oncology (“FluoGuide” or the “Company”) (Nasdaq First North Growth Market: FLUO) hereby announces that the Company has successfully completed a directed share issue raising approximately SEK 25 million in gross proceeds (the “Directed Share Issue”). The Directed Share Issue was subscribed by a number of Swedish and international institutional investors, which included, among others A/S Arbejdernes Landsbank, Linc AB, OP Fund Management-Nordic Micro Cap Fund and Eastbridge.

The board of directors of FluoGuide has, based on the authorization granted by the annual general meeting on 9 February 2021, and as indicated in the Company’s press release at 17:31 CET earlier today, resolved to increase the share capital without pre-emptive subscription rights for the Company’s existing shareholders with nominal DKK 49,500 corresponding to 495,000 new shares of nominal DKK 0.1 each at a subscription price of SEK 50.50 per share. The Company will receive gross proceeds of SEK 24,997,500 from the Directed Share Issue.

The subscription price in the Directed Share Issue has been determined by way of an accelerated bookbuilding procedure. The Directed Share Issue was subscribed by domestic and international institutional investors, with support from certain existing large shareholders.

Morten Albrechtsen, CEO of FluoGuide comments: “We are very pleased with the support from current and new institutional investors for this transaction. This transaction is very important for FluoGuide giving flexibility which is essential in the current highly uncertain market”

The net proceeds of the Directed Share Issue are intended to co-finance a phase II study in less aggressive brain cancers (meningioma and low grade glioma) and provide flexibility post the two phase II results for using FG001 to guide surgery of high grade glioma and lung cancer. The phase III program for FG001 in brain cancer is planned to be initiated in 2023.

By establishing the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the board of directors that the subscription price accurately reflects current market conditions and demand. The board of directors believes that using the flexibility provided by the Directed Share Issue, instead of a rights issue, is the most appropriate alternative for the Company at this time, allowing it to raise capital in a timely and cost-effective manner, thus enabling the Company to accelerate the ongoing clinical studies. Further the Directed Share Issue reduces the exposure to volatility in the market and gives the Company access to professional investors, thereby diversifying the shareholder base. Accordingly, the board of directors believes that the Directed Share Issue is in the best interest of both the Company and its shareholders.

Through the Directed Share Issue, the Company’s share capital will increase by nominal DKK 49,500 from DKK 1,131,950 to DKK 1,181,450, by issuance of new shares, of nominal DKK 0.1 each. The new shares will rank pari passu and have the same rights attached as all other existing shares in the Company and will confer a right on dividends and other shareholder rights from the date of registration of the capital increase with the Danish Business Authority. The Directed Share Issue results in a dilution of approximately 4.2% percent of the capital and votes for existing shareholders based on the total number of shares and votes in the Company after the Directed Share Issue. It is expected that the new shares will be delivered in the Euroclear system to investors in the Directed Share Issue on or about 18 March 2022.

In connection with the Directed Share Issue, the Company, Morten Albrechtsen (through Wexotec ApS) and Andreas Kjaer (through Life Science ApS), have agreed pursuant to a lock-up undertaking, subject to customary exceptions, not to issue or sell additional shares for a period of 90 days following settlement of the Directed Share Issue.

In connection with the Directed Share Issue, Wexotec ApS have agreed to lend 185,688 shares to ABG Sundal Collier AB in order to facilitate delivery of the shares. The shares will be returned in connection with the Directed Share Issue being registered with the Danish Business Authority.

ABG Sundal Collier acted as Sole Bookrunner in the transaction. Mazanti-Andersen acted as legal adviser to FluoGuide.

This disclosure contains information that Fluoguide is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 10-03-2022 20:58 CET.