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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 to existing and new investors raising proceeds of SEK 60 million

Regulatory


June 18, 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE FOR FURTHER INFORMATION.

Copenhagen, Denmark, 18 June 2024. FluoGuide A/S, a developer of surgical precision solutions within oncology (“FluoGuide” or the “Company”) has successfully completed a directed share issue of 1,411,765 shares at a subscription price of SEK 42.50 per share, raising SEK 60 million in gross proceeds (the “Directed Share Issue”). Several Nordic and international institutional investors, including larger existing shareholders, participated in the Directed Share Issue.

The Board of Directors of FluoGuide has, pursuant to the authorization set out in the Company’s articles of association, and as communicated in the Company’s press release earlier today, resolved on and carried out the Directed Share Issue of 1,411,765 shares, which were subscribed by several Nordic and international institutional investors, including some of the larger existing shareholders of the Company. Through the Directed Share Issue, FluoGuide will receive gross proceeds of SEK 60 million.

The subscription price per share in the Directed Share Issue was set to SEK 42.50 per share and has been determined through an accelerated bookbuilding procedure carried out by the Company’s financial advisor SEB. By determining the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the Board of Directors that the market value of the subscription price is ensured by correctly reflecting prevailing market conditions and investor demand. The subscription price per share corresponds to a discount of approximately 7.5 percent compared to the closing price on Nasdaq First North Growth Market on 18 June 2024 (SEK 45.95).
The net proceeds from the offering will enable a significant progression in the Company’s clinical efforts:

  • Phase II study in aggressive brain cancer high-grade glioma with the FG001 candidate
  • Phase II study in head & neck cancer with the FG001 candidate
  • Progress PTT (added benefit of FG001) and prepare for clinical development
  • Continued operational and general corporate purposes

In connection with the contemplated capital raise, the Company has prolonged its current credit facility to the end of 2025 and increased the amount from DKK 20 million to DKK 25 million. The Company has currently drawn DKK 15 million of the credit facility.

In the preparations for the contemplated Directed Share Issue, the Company’s Board of Directors has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential right for the Company's existing shareholders. However, the Board of Directors considers that there are reasons to deviate from the shareholders’ preferential right and that it is in the objective best interest of both the Company and its shareholders to carry out the Directed Share Issue, considering that (i) the expeditious implementation of a Directed issue would enable the acceleration of ongoing and future clinical studies, (ii) the Company has a desire to diversify and strengthen its shareholder base with Nordic professional and institutional investors in order to enhance the liquidity in the Company’s shares, (iii) a rights issue would take significantly longer to complete and would involve an increased risk of an adverse effect on the share price, especially considering the current market volatility and the challenging market conditions, and (iv) a directed share issue can be carried out at lower cost and with less complexity than a rights issue.

Through the Directed Share Issue, the number of shares and votes increase by 1,411,765, from 12,208,384 to 13,620,149. The Company’s share capital increases by DKK 141,176.50, from DKK 1,220,838.40 to DKK 1,362,014.90. The Directed Share Issue results in a dilution of 10.37 percent based on the total number of shares in the Company after the Directed Share Issue (i.e. the newly issued shares will correspond to 10.37 percent of the total number of shares and votes in the Company after the Directed Share Issue). 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.

Lock-up undertakings
In connection with the Directed Share Issue, the Company has undertaken not to, for a period of 90 calendar days after the delivery of shares to the investors in the Directed Share Issue, propose or take measures that involve an increase in the share capital, new share issues, and similar measures, with customary exceptions. Furthermore, all members of the Board of Directors and members of the Company’s management, including the CEO and CFO, have undertaken, with customary exceptions, not to sell any shares in the Company for a period of 180 calendar days after the delivery of shares to the investors in the Directed Share Issue.

Advisors
SEB acted as Sole Bookrunner in connection with the Directed Share Issue. Mazanti-Andersen Advokatpartnerselskab acted as legal counsel to the Company and Advokatfirman Schjødt acted as legal counsel to SEB.
 
For more information contact:

FluoGuide A/S
Morten Albrechtsen, CEO
+45 24 25 62 66
ma@fluoguide.com

Ole Larsen, CFO
+45 40 84 28 37
ole@fluoguide.com

Certified adviser:
Svensk Kapitalmarknadsgranskning AB