NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, CANADA, THE UNITED KINGDOM, HONG KONG, RUSSIA, BELARUS, SWITZERLAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES THAN SUCH MEASURES WHICH FOLLOWS FROM SWEDISH REGULATIONS.
Alzinova AB (publ) ("Alzinova" or the "Company") hereby announces the final outcome of the rights issue of units, consisting of shares and warrants of series TO4, which the Board of Directors resolved on December 19, 2025, based on the authorization granted by the Annual General Meeting on May 28, 2025 (the "Rights Issue"). In total, 11,771,300 units, corresponding to approximately 56.4 percent of the Rights Issue, were subscribed for with unit rights. In addition, 1,593,134 units, corresponding to approximately 7.6 percent of the Rights Issue, have been subscribed for without the support of unit rights. 3,327,333 units, corresponding to approximately 15.9 percent of the Rights Issue, were allotted to underwriters within the framework of the fulfilment of the underwriting commitments. The Rights Issue is therefore subscribed to approximately 80 percent. Through the Rights Issue, Alzinova will, after set-off of debt of approximately SEK 3.5 million, receive approximately SEK 36.5 million before issue costs.
"The rights issue provides Alzinova with approximately SEK 36.5 million after set-off of debt and before transaction costs, ensuring continued capacity to advance the development of ALZ-101 towards the planned Phase II study. We see this as a strong sign of confidence in our program and long-term strategy and we are sincerely grateful to our shareholders for their continued support.
Over the past year, we have strengthened our clinical and regulatory position with positive Phase 1b results and Fast Track designation from the U.S. FDA. The study demonstrated a favorable safety profile and a strong, durable immune response, while biomarker data and cognitive assessments further reinforce our confidence in the potential of ALZ-101 as a differentiated treatment for Alzheimer's disease.
With this financing, we strengthen our operational flexibility ahead of the next development phase and in our ongoing partnership discussions. Our focus is now on executing the Phase II preparations with discipline and high quality." - Tord Labuda, CEO Alzinova
Outcome of the Rights Issue
The subscription period in the Rights Issue ended on February 20, 2026. In total, 13,364,434 units were subscribed, corresponding to approximately 64.1 percent of the Rights Issue with and without the support of unit rights. 11,771,300 units were subscribed for with unit rights, corresponding to approximately 56.4 percent of the Rights Issue, and 1,593,134 units were subscribed for without the support of unit rights, corresponding to approximately 7.6 percent of the Rights Issue. Furthermore, the underwriters have been allotted 3,327,333 units, corresponding to approximately 15.9 percent of the Rights Issue, within the framework of the fulfilment of the underwriting commitments. Each unit in the Rights Issue consists of three (3) shares and three (3) warrants of series TO4. In total, 50,075,301 new shares and 50,075,301 warrants of series TO4 were thus subscribed. Through the Rights Issue, the Company will initially receive approximately SEK 36.5 million after set-off of debt of approximately SEK 3.5 million and before issue costs which the Company estimates to be approximately SEK 3.7 million excluding underwriting costs. The underwriting costs, assuming all underwriters choose to receive cash compensation, are estimated to be approximately SEK 3.7 million. Upon full exercise of all warrants of series TO4, the Company may receive additional capital contributions of up to approximately SEK 60.1 million.
Allotment of units
Allotment of units has been made in accordance with the allotment principles set out in the prospectus published by the Company on February 3, 2026, in connection with the Rights Issue. Notification of allotment of units subscribed for without the support of unit rights will be made separately through a settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with instructions from the respective nominee.
Shares and share capital
Through the Rights Issue, the share capital will increase by SEK 13,169,804.163, from SEK 27,437,103.644 to SEK 40,606,907.807. The number of shares in the Company will increase by 50,075,301, from 104,323,588 to 154,398,889, corresponding to a dilution effect of approximately 32.4 percent of the total number of shares and votes in the Company. In the event that all attached warrants of series TO4 are exercised in full for subscription of new shares in the Company, the number of shares in the Company will increase by a maximum of 50,075,301 from 154,398,889 to a maximum of 204,474,190, corresponding to a maximum dilution effect of 24.5 percent of the number of shares and votes in the Company. The share capital may increase by a maximum of SEK 13,169,804.163 from SEK 40,606,907.807 to SEK 53,776,711.970.
Paid subscribed units ("BTU")
Trading in BTU is expected to take place on Nasdaq First North Growth Market until March 9, 2026. Conversion of BTU into shares and warrants of series TO4 is expected to take place after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 11, 2026.
Warrants of series TO4
Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company against cash payment corresponding to 70 percent of the volume-weighted average price of the Company's share during the period May 8, 2026, to May 22, 2026, however, not less than the quota value for the Company's share and not more than SEK 1.20 per share. Subscription of shares by virtue of the warrants shall be made in accordance with the terms and conditions of the warrants during the period May 25, 2026, up to and including June 8, 2026.
Compensation to underwriters
In connection with the Rights Issue, a number of external investors have entered underwriting commitments. For the underwriting commitments provided, an underwriting compensation of either 12 percent of the underwritten amount is paid in cash compensation if the underwriter choose cash compensation, or 15 percent of the underwritten amount in the form of units are paid if the underwriter choose compensation in the form of units. The Board of Directors considers it favorable for the Company to offer underwriters compensation in units as it has a positive effect on the Company's liquidity. The subscription price for units issued as underwriting compensation has been set at SEK 2.40 per unit, which corresponds to the subscription price in the Rights Issue. The underwriting compensation and subscription price have been determined through negotiations between the Company and the parties that have provided underwriting commitments, in consultation with financial advisors and through analysis of several market factors. The Board, therefore, assesses that the conditions have been determined in such a way that market fairness has been ensured and that they reflect prevailing market conditions. In total, a maximum of 1,917,857 units may be issued as underwriting compensation to the underwriters. Underwriters who wish to receive underwriting compensation in the form of units must notify Mangold Fondkommission AB no later than February 27, 2026. A resolution on and the outcome of a possible unit issue to the underwriters in the Rights Issue will be announced through a press release.
Advisors Mangold Fondkommission AB is acting as financial advisor to Alzinova in connection with the Rights Issue. Fredersen Advokatbyrå AB is legal advisor to the Company in connection with the Rights Issue.
For more information, please contact:
Tord Labuda, CEO
E-mail: info@alzinova.com
About Alzinova AB
Alzinova AB is a Swedish biopharmaceutical company in clinical development specializing in the treatment of Alzheimer's disease, where the starting point is to attack toxic amyloid-beta oligomers. The lead candidate ALZ-101 is a therapeutic vaccine against Alzheimer's disease. Alzinova's patented AßCC peptide technology makes it possible to develop disease-modifying treatments that target the toxic amyloid-beta oligomers that are central to the onset and development of the disease with great accuracy. From a global perspective, Alzheimer's disease is one of the most common and devastating neurological diseases, with around 40 million affected today. Based on the same technology, the Company is also developing the antibody ALZ-201, which is currently in preclinical development, and the goal is to further expand the pipeline. The Company's Certified Adviser on Nasdaq First North Growth Market is Mangold Fondkommission AB. For more information about Alzinova, please visit: www.alzinova.com.
Important Information
The information in this press release does not contain or constitute an offer to acquire, subscribe for or otherwise trade in units, shares, warrants or other securities in Alzinova. No action has been taken and no action will be taken to permit an offer to the public in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Alzinova is made only through the Prospectus that was published by the Company on February 3, 2026 on the Company's website and at the Swedish Financial Supervisory Authority.
The publication, disclosure or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in Alzinova in any jurisdiction, neither from the Company nor from anyone else.
This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and thus neither identify nor purport to identify risks (direct or indirect) that may be associated with an investment in units, shares, warrants, or other securities in Alzinova. The information in this press release is only to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No representation is made in relation to the information in this press release regarding its accuracy or completeness. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely based on the information contained in the Prospectus. An investor is therefore advised to read the entire Prospectus.
This press release does not constitute an offer to acquire or subscribe for securities in the United States. The Securities referred to herein may not be sold in the United States without registration or without applying an exemption from registration under the applicable U.S. Securities Act of 1933 (the "Securities Act") or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States without registration, an 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 such Securities in the United States. The information in this press release may not be disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or to the United States, Canada, Australia, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Hong Kong, Russia, Belarus, or any other jurisdiction where such disclosure, publication, or distribution of this information would violate applicable regulations or where such an action is subject to legal restrictions or would require additional registration or actions other than those required under Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
In the United Kingdom, this press release and any other material related to the Securities referred to herein are being distributed and directed only to, and any investment or investment activity to which this press release relates is available only to and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in investment-related activities falling within the definition of "investment professionals" in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high-net-worth entities as referred to in Article 49(2)(a)-(d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this press release relates in the United Kingdom is only available to relevant persons and will be undertaken only with relevant persons. Persons who are not relevant persons should not act based on this press release or rely on its contents.
The Company assesses that it conducts activities worthy of protection under The Foreign Direct Investment Screening Act (2023:560) (the "FDI Act"). In accordance with the FDI Act, the Company must inform potential investors that its operations may fall within the scope of the regulation and that the investment may be subject to a notification requirement. If an investment is subject to notification, it must be reported to the Inspectorate of Strategic Products (ISP) before being completed. An investment may be subject to notification if the investor, any entity within its ownership structure, or any party on whose behalf the investor is acting, following the completion of the investment, holds voting rights corresponding to or exceeding any of the thresholds of 10, 20, 30, 50, 65, or 90 percent of the total number of votes in the Company. The investor may be subject to an administrative sanction fee if a notifiable investment is carried out before ISP has either: i) decided to take no action on the notification, or ii) approved the investment. Each investor should consult an independent legal advisor regarding the potential applicability of the FDI Act in relation to the Rights Issue for the individual investor.
This press release does not identify, nor claim to identify, any risks (direct or indirect) associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for, acquire, or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Rights Issue. Each investor or potential investor should conduct their own investigation, analysis, and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance does not serve as guidance for future results. Neither the content of the Company's website nor any other website accessible through hyperlinks on the Company's website is incorporated into or forms part of this press release.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company's intentions, assessments or expectations regarding the Company's future results, financial condition, liquidity, development, prospects, expected growth, strategies and opportunities as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the fact that they contains expressions such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may","assumes", "should", "could" and, in any case, negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will occur or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may, for a variety of reasons, differ materially from those set forth in the forward-looking statements. Such risks, uncertainties, contingencies and other material factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not warrant that the assumptions underlying the forward-looking statements in this press release are correct and any reader of the press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly release 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, unless required by applicable laws or securities regulations.
