NOT INTENDED FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, RUSSIA, SINGAPORE, SOUTH KOREA, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO ACQUIRE OR SUBSCRIBE FOR ANY SECURITIES IN ANNEXIN PHARMACEUTICALS AB IN ANY JURISDICTION. SEE THE SECTION "IMPORTANT INFORMATION" BELOW.
The Board of Directors of Annexin Pharmaceuticals AB (publ) ("Annexin" or the "Company") publishes an information document (the "Information document") relating to the new share issue with preferential rights for the Company's existing shareholders of approximately SEK 20 million before transaction costs (the "Rights Issue"), which was resolved by the Board of Directors on 3 June 2026, pursuant to the authorisation granted by the annual general meeting on 12 May 2026.
Summary of the Rights Issue
- Each existing share in the Company as of the record date on 11 June 2026 entitles to one (1) subscription right. Twenty-five (25) subscription rights entitle the holder to subscribe for six (6) new shares.
- The subscription price in the Rights Issue amounts to SEK 12 per new share, which corresponds to a discount of approximately 12 percent compared to the Theoretical Ex-Rights Price (TERP), based on the average for the closing prices of the last ten trading days prior to the announcement of the Rights Issue.
- The subscription period in the Rights Issue will run from 15 June 2026 up to and including 2 July 2026.
- The Company has received subscription commitments from a number of the Company's existing shareholders as well as Board members and management amounting to a total of approximately SEK 12 million, corresponding to approximately 60 percent of the Rights Issue.
- If the Rights Issue is oversubscribed, the Board of Directors of the Company may resolve on the Overallotment Option of a maximum of 416,670 shares, corresponding to issue proceeds of approximately SEK 5 million before issue costs. The Overallotment Option will be directed to investors who have subscribed for shares in the Rights Issue without receiving full allotment. The subscription price in the Overallotment Option will be the same as in the Rights Issue, i.e. SEK 12 per share.
The Information document
The Information document has been prepared by the Board of Directors in connection with the forthcoming Rights Issue in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The Information document, containing the complete terms and conditions, has today been registered with the Swedish Financial Supervisory Authority and is available on the Company's and Bergs Securities AB's respective websites (www.annexinpharma.se, www.bergssecurities.se). Application forms will be available on the Company's and Bergs Securities AB's respective websites.
Preliminary timetable for the Rights Issue
| 11 June 2026 | Record date for participation in the Rights Issue |
| 15 June 2026 - 29 June 2026 | Trading in subscription rights |
| 15 June 2026 - 2 July 2026 | Subscription period |
| 15 June 2026 - Until the Rights Issue has been registered with the Swedish Companies Registration Office | Trading in paid subscribed shares (Sw. BTA) |
| Around 3 July 2026 | Estimated date for announcement of the outcome of the Rights Issue |
Advisors
Cirio Advokatbyrå AB is acting as legal advisor and Bergs Securities AB is acting as issuing agent in connection with the Rights Issue.
For further information, please contact:
Anders Haegerstrand, CEO
Phone: +46 (0)70 575 50 37
Mail: anders.haegerstrand@annexinpharma.com
Susanne Andersson, CFO
Phone: +46 (0)73 066 89 04
Mail: susanne.andersson@annexinpharma.com
The information was submitted for publication, through the agency of the contact persons set out above, on 10 June 2026 at 08:30 CEST.
This document has been prepared in a Swedish and English version. In the event of any deviations, the Swedish version shall prevail.
About Annexin Pharmaceuticals AB (publ)
Annexin Pharmaceuticals is a clinical stage biotechnology company active in the therapeutic areas ophthalmology and oncology. The company develops ANXV, a recombinant human Annexin A5 protein, as a first-in-class biologic with potentially disease-modifying mechanisms of action. The ANXV program is currently in Phase 2 in ophthalmology for retinal vein occlusion (RVO) and diabetic retinopathy (DR) and in pre-clinical stage in oncology.
The company is based in Stockholm and listed on Nasdaq First North Growth Market under the ticker ANNX. Redeye Nordic Growth AB is the company's Certified Adviser.
Important Information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade with shares, paid subscribed shares, subscription rights or other securities in the Company ("Securities"). No action has been taken, nor will any actions be taken, to permit an offer to the public in any other jurisdiction than Sweden.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Securities. In connection with the Rights Issue, the Company has prepared an information document in accordance with Article 1.4 db of the Prospectus Regulation. The information document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is not a prospectus and have not been reviewed or approved by the Swedish Financial Supervisory Authority. Any investment decision should, in order for an investor to fully understand the potential risks and rewards associated with the decision to participate in the Rights Issue, be made solely on the basis of the information contained in the information document.
The information in this press release may not be published or distributed, directly or indirectly, within or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, (the "U.S.")), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Korea, South Africa or any jurisdiction where doing so might be unlawful, subject to legal restrictions or require other actions than the ones prescribed under Swedish law. Actions in violation of these instructions may constitute a breach of applicable securities law. This press release does not constitute an offer or invitation to acquire or subscribe for shares or other securities in the U.S. No Securities have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws in any other state or jurisdiction in the U.S. and no Securities may be offered, subscribed, used, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the U.S. other than pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Securities have not been and will not be approved or registered by the Securities and Exchange Commission, any state securities authority or other authority in the U.S. No such authority has assessed or made any statements about the Rights Issue or the accuracy or reliability of the information document. To assert the contrary is a criminal act in the U.S.
Within the European Economic Area ("EEA"), no public offering of Securities is made in other countries than Sweden. In other member states of the European Union, such offering of Securities may only be made in accordance with the Prospectus Regulation. In other states within the EEA which have implemented the Prospectus Regulation in its national legislation, any such offer of Securities may only be made in accordance with an applicable exemption under the Prospectus Regulation and in accordance with any relevant implementing measure. In other states within the EEA which have not implemented the Prospectus Regulation in its national legislation, any such offer of Securities may only be made in accordance with an applicable exemption under national law.
In the United Kingdom, this document and any other materials in relation to the Securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the Prospectus Regulation which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments 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"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 on the basis of this press release and should not act or rely on it.
The Company considers that it conducts protection-worthy activities under the Screening of Foreign Direct Investments Act (Sw. lag (2023:560) om granskning av utländska direktinvesteringar) (the "FDI Act"). This means that investors who achieve certain influence in the Company may need to notify investments in the Company to and obtain approval from the Inspectorate for Strategic Products (Sw. Inspektionen för strategiska produkter) ("ISP") before such an investment can be conducted. Each investor should consult with an independent legal advisor as to the possible application of the FDI Act in relation to the Rights Issue for the individual investor. For more information, please visit ISP's website, www.isp.se, or contact the Company.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by 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 the Company 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. The Company 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. Undue reliance should not be placed 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. The Company does not 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.
