- Directors and Auditors
- Articles of Association
- General Meetings
- - Previous General Meetings
- Insider Trading
Dignitana receives SEK 42 million in a directed new issue of units
Dignitana AB (publ) (“Dignitana” or the “Company”) today announced that the Company has successfully conducted a directed new issue of units consisting of shares and warrants, which has now raised proceeds to Dignitana of SEK 42 million before deduction of issue costs. These proceeds will be used to aggressively increase the growth rate of the company with a focus on the new scalp cooling device, DigniCap Delta. This new FDA cleared and CE marked system introduces an improved global business model consisting of one-time and recurring revenue. At full exercise of the warrants, Dignitana will be provided with additional SEK 42 million before deduction of issue costs.
Dignitana's Board of Directors has, as authorized by the annual general meeting on 15 May 2019, decided to carry out a directed new share issue of shares and warrants (units) that raises approximately SEK 42 million to the Company, before deduction of issue costs. Each unit is comprised of two (2) shares and one (1) warrant with the right to subscribe to one (1) new share. The investors are a mix of institutional and private, both Swedish and international, led by Nyenburgh Investment Partners, a dedicated life science investment partnership based in Amsterdam with a strong focus on European life sciences companies that develop innovative solutions for human health.
The number of shares covered by the new issue amounts to 6,460,000 and increases the Company's share capital by SEK 6,460,000 to SEK 55,059,155. The share price of SEK 6.50 per share has been determined through an accelerated book building process. The warrants are issued without consideration. The new issue of shares entails a dilution of approximately 11.7 percent of the share capital and 11.7 percent of the number of votes in the Company after the new issue of units.
One (1) warrant (TO 7) entitles the right to subscribe for one (1) share in the Company at a subscription price of SEK 13.00. Subscription for shares in the Company on the basis of warrants (TO 7) may take place during the period from 1 October 2020 until 15 October 2020.
Upon full exercise of all warrants (TO 7) issued in the directed share issue, the Company's share capital will increase by no more than SEK 3,230,000 by issuing no more than 3,230,000 shares. The Company's share capital will, in full exercise of the warrants, amount to SEK 58,289,155 divided into 58,289,155 shares. If the warrants are fully exercised, they will entail a dilution of approximately 5.5 percent of the share capital and 5.5 percent of the number of votes in the Company after the warrants have been fully exercised.
The reason for deviating from shareholders' preferential rights is the Board’s view that it is beneficial for Dignitana and its shareholders to diversify the ownership base with reputable Swedish and international investors, but also that the directed new issue presents the best opportunity for the Company to add new capital under attractive conditions. The deviation from shareholders' preferential rights is made in accordance with the authorization granted by the Annual General Meeting 2019.
“This additional funding enables Dignitana to significantly accelerate our growth plans with the Delta unit as the focus of our efforts. It is an honour to have Nyenburgh Investment Partners, a recognized leader in life sciences investing, join our cap table and this addition will help us to continue to move this Company forward. This issue was structured to reinforce the achievement of our long-term financial goals and enable the Company to reach a cash flow positive position. We are pleased to welcome these new investors - all of whom have joined in our mission to provide superior scalp cooling technology to patients around the world,” said William Cronin, CEO of Dignitana AB.
Stockholm Corporate Finance acted as financial advisor and sole bookrunner and Fredersen Advokatbyrå acted as legal advisor in connection with the new issue of units.
This is information that Dignitana AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, by the above contact, for publication at 08.30 (CET) on 2 September 2019.
For more information
William Cronin, CEO, Dignitana AB, email@example.com
Mikael Wahlgren, Deputy Mnaging Director, Dignitana AB, firstname.lastname@example.org
About Dignitana AB (publ)
Dignitana AB is the world leader in clinically superior scalp cooling technology. The company produces The DigniCap® Scalp Cooling System, a patented medical cooling device that offers cancer patients the ability to minimize hair loss during chemotherapy. FDA cleared since 2015, DigniCap provides continuous cooling with high efficacy, safety and patient comfort. Hailed internationally as a life-changing medical advancement for cancer patients, The DigniCap Scalp Cooling System was invented in 1996 by a Swedish Oncology nurse and has been available in Europe since 2001. Dignitana AB is listed on Nasdaq First North Growth Market in Sweden with headquarters in Lund, Sweden and operations based in Dallas, Texas in the United States. Company subsidiaries are Dignitana, Inc. in the United States and Dignitana S.r.l. in Italy. Erik Penser Bank AB, Certified Adviser, +46 (0) 8 463 83 00 email@example.com www.penser.se Learn more at www.dignitana.se and www.dignicap.com.
About Nyenburgh Investment Partners (NYIP)
NYIP is a dedicated life science investment partnership based in Amsterdam, with a strong focus on European life sciences companies that develop innovative solutions for human health. NYIP select and scale its investments based on an efficient and thorough due diligence process that looks at the potential of the innovation being developed. For more information please see: www.nyip.nl.
About Stockholm Corporate Finance
Stockholm Corporate Finance is a Swedish, independent and privately owned financial advisor offering qualified transaction based advisory services by acting in capital raisings, changes in ownership, acquisition, merger and acquisitions (M&A) in listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network of M&A Worldwide consisting of 42 M&A advisors and investment banks in 43 countries. Stockholm Corporate Finance is an investment firm which is supervised by the FSA and is a member of the trade organization SwedSec Licensing AB. www.stockholmcorp.se
The announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Dignitana in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into the United States, Canada, Japan, South Africa or Australia or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Dignitana has not authorized any offer to the public of securities in any EEA member state and no prospectus has been or will be prepared in connection with the directed share issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed and directed to, and any investment or investment activity to which this document relates is available only to, and can only be engaged by, “qualified investors” who are (i) persons having professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth individuals falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release nor act or rely on it.
This press release contains forward-looking statements that reflect Dignitana’s intentions, assessments, or current expectations about and targets for Dignitana’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Dignitana operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Dignitana believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Dignitana does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither Dignitana nor anyone else undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
William Cronin, Chief Executive Officer, Dignitana AB firstname.lastname@example.org
Mikael Wahlgren, Deputy Managing Director, Dignitana AB email@example.com
About Dignitana AB (publ)
Dignitana AB is the world leader in clinically superior scalp cooling technology. The company produces The DigniCap® Scalp Cooling System, a patented medical cooling device that offers cancer patients the ability to minimize hair loss during chemotherapy. FDA cleared since 2015, DigniCap provides continuous cooling with high efficacy, safety and patient comfort. Hailed internationally as a life-changing medical advancement for cancer patients, The DigniCap Scalp Cooling System was invented in 1999 by a Swedish Oncology nurse and has been available in Europe since 2001. Dignitana AB is listed on Nasdaq First North Growth Market in Sweden with headquarters in Lund, Sweden and operations based in Dallas, Texas in the United States. Company subsidiaries are Dignitana, Inc. in the United States and Dignitana S.r.l. in Italy. Learn more at www.dignitana.se and www.dignicap.com.
Erik Penser Bank AB, Certified Adviser, +46 (0) 8 463 83 00 firstname.lastname@example.org www.penser.se