NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, ISRAEL, CANADA, JAPAN, SOUTH AFRICA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH KOREA OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, REQUIRE REGISTRATION OR ANY OTHER MEASURES. SEE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE
Elicera Therapeutics AB (publ) ("Elicera" or the "Company") announces the outcome of the partially guaranteed rights issue of approximately SEK 72.8 million (the "Rights Issue"). The subscription period in the Rights Issue ended on May 29, 2026. The outcome shows that 8,208,960 shares, corresponding to approximately 33.8 percent of the offered shares, have been subscribed for with the support of subscription rights in the Rights Issue. Additionally, applications for subscription of 604,169 shares without subscription rights, corresponding to approximately 2.5 percent of the offered shares, have been submitted. Subscriptions with and without subscription rights together correspond to approximately 36.3 percent of the shares offered in the Rights Issue. The Rights Issue was covered by subscription commitments and guarantee undertakings up to 75.0 percent, corresponding to approximately SEK 54.6 million. Consequently, approximately 38.7 percent of the Rights Issue will be allocated to parties who have entered into guarantee undertakings. The Rights Issue will provide the Company with approximately SEK 54.6 million before deduction of transaction costs related to the Rights Issue.
The Rights Issue comprised 24,267,722 new shares, of which 8,208,960 shares, corresponding to approximately 33.8 percent of the offered shares, have been subscribed for with subscription rights. Additionally, applications have been submitted for the subscription of 604,169 shares without subscription rights, corresponding to approximately 2.5 percent of the offered shares. Consequently, 9,387,704 shares, corresponding to approximately 38.7 percent of the Rights Issue, will be allocated to parties who have entered into guarantee undertakings. The subscription price was SEK 3.0 per new share. Through the Rights Issue, the share capital will increase by SEK 764,434.99, from SEK 2,038,492.85 to SEK 2,802,927.83, through the issue of 18,200,833 new shares, meaning that the total number of shares will increase from 48,535,544 shares to 66,736,377 shares. The Rights Issue entails a dilution of approximately 27.3 percent of capital and votes.
Allocation of shares subscribed for without subscription rights will be carried out in accordance with the principles outlined in the disclosure document regarding the Rights Issue published by Elicera on May 11, 2026. On or around June 2, 2026, a settlement note will be sent to those who have been allocated shares as confirmation of the allocation of shares subscribed for without subscription rights. No notification will be sent to those who have not received any allocation. Payment for subscribed and allocated shares shall be made in cash in accordance with the instructions on the settlement note sent to those who have received an allocation. Shareholders with nominee-registered holdings will receive notification of allocation in accordance with the procedures of their respective nominee.
The last day of trading in paid subscribed shares (BTA) is June 4, 2026. The first day of trading in the new shares on Nasdaq First North Growth Market is expected to be around June 10, 2026.
Comment from Jamal El-Mosleh, CEO
"Through the rights issue, we have strengthened our financial position and secured capital to complete our ongoing CARMA study, including the recruitment and treatment of all planned patients. The proceeds from the issue also enable us to accelerate preparations for the planned Phase I/Ib study with our drug candidate ELC-401 in glioblastoma. Overall, this provides us with strong conditions to advance our clinical programs and continue creating long-term value. I would like to sincerely thank our existing shareholders for their trust and support in this share issue, and at the same time extend a warm welcome to our new shareholders."
Lock-up undertakings
In connection with the Rights Issue, the Company has agreed to a lock-up undertaking, subject to customary exceptions, whereby the Company's Board of Directors may not propose or resolve on any new share issuances for a period of 180 calendar days after the announcement of the outcome of the Rights Issue. Furthermore, shareholding members of the Company's Board of Directors and management have undertaken, with certain exceptions, not to dispose of shares or other financial instruments in the Company for a period of 180 calendar days after the announcement of the outcome of the Rights Issue.
Advisors
DNB Carnegie Investment Bank AB acts as Sole Global Coordinator and Sole Bookrunner in connection with the Rights Issue. Advokatfirman Delphi KB is legal adviser to the Company.
This press release has been approved by the board and the CEO for publication. The information was submitted for publication distributed through the contact person below at 17;46 CET on June 1, 2026.
För For further information please contact:
Jamal El-Mosleh, CEO, Elicera Therapeutics AB
Phone: +46 (0) 703 31 90 51
jamal.elmosleh@elicera.com
Certified Advisor
DNB Carnegie Investment Bank AB (publ)
About Elicera Therapeutics AB
Elicera Therapeutics AB (publ) has developed the patented gene technology platform iTANK that enables the arming of new and existing CAR T-cell therapies targeting aggressive and relapsing cancer forms. Elicera Therapeutics thereby addresses a well-defined and vast market. The company's CAR T-cell therapies have shown a potent effect toward solid tumors which are recognized as particularly difficult to treat and constitute the majority of cancer cases. The company addresses a global multibillion market in cell therapy through its offering of non-exclusive licensing of the iTANK platform to companies in the pharmaceutical industry. Elicera Therapeutics has four internal development projects in immune therapy that separately have the potential to generate substantial value through out-licensing agreements. The company's share is traded on Nasdaq First North Growth Market. For additional information, visit www.elicera.com.
About the iTANK platform
The iTANK technology platform has been developed for arming and enhancing CAR T-cells to meet two of the major challenges CAR T-cell therapies face in the treatment of solid tumors: a very diverse set of tumor antigen targets and a very hostile tumor microenvironment. The technology is used to incorporate a transgene into CAR T-cells encoding a neutrophil activating bacterial protein (NAP). NAP secreted from the CAR(NAP) T-cells has been shown to be able to enhance the function of CAR T-cells and importantly activating a parallel bystander immune response against the cancer via CD8+ killer T-cells. This is expected to lead to a broad attack against most antigen targets on cancer cells. The iTANK platform is used to enhance the company's own CAR T-cells but can also be universally applied to other CAR T-cell therapies under development. Proof-of-concept data was published in Nature Biomedical Engineering in April 2022. The publication, titled "CAR T cells expressing a bacterial virulence factor triggers potent bystander antitumor responses in solid cancers" (DOI number: 10.1038/s41551-022-00875-5) can be found here: https://www.nature.com/articles/s41551-022-00875-5. More information about iTANK platform is available here: https://www.elicera.com/technology
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where the press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Elicera Therapeutics AB (publ) in any jurisdiction, either from Elicera Therapeutics AB (publ) or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A disclosure document prepared in accordance with Article 1.4 db and Annex IX of the Prospectus Regulation regarding the Rights Issue described in this press release has been published and is available on Elicera's website (www.elicera.com).
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to USA, Australia, Hong Kong, Israel, Canada, Japan, South Africa, New Zealand, Russia, Switzerland, Singapore, South Korea or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Please note that an investment in the Company is subject to regulation under the Foreign Direct Investment Act (2023:560), which requires investors, under certain conditions, to notify and obtain approval from the Swedish Inspectorate for Strategic Products. Investors should make their own assessment of whether a notification obligation exists before making any investment decision.
In the United Kingdom, this press release may only be distributed and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order" as amended), (ii) persons falling within Article 49 (2) (a) to (d) ("high net worth companies; unincorporated associations etc.") of the Financial Promotion Order, (iii) persons that are outside the United Kingdom, or (iv) are persons to whom an invitation or incentive to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of securities (all such persons together being referred to as "relevant persons"). This press release is only directed at relevant persons and persons who are not relevant persons must not act on or rely on the information contained in this press release. Any investment or investment activity to which this communication relates is only possible for relevant persons and will only be pursued with relevant persons.
In all EEA Member States ("EEA"), other than Sweden, this communication is only addressed to and is only directed at qualified investors in the relevant Member State as defined in the Prospectus Regulation, i.e. only those investors to whom an offer may be made without an approved prospectus in the relevant EEA Member State.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "implies", "should", "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
