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OncoZenge AB (publ) (the "Company" or "OncoZenge") announces today that the Board of Directors has resolved, based on the authorization granted by the annual general meeting held on May 27, 2026, to carry out a share issue of up to approximately SEK 33.3 million with preferential rights for OncoZenge's shareholders (the "Rights Issue"). Members of the Board of Directors, senior management and certain larger shareholders have entered into subscription commitments amounting to approximately SEK 5.5 million, corresponding to approximately 16.4 percent of the Rights Issue. In addition, the Company has received guarantee commitments from Vator Securities AB totaling approximately SEK 21.2 million, corresponding to approximately 63.6 percent of the Rights Issue. The Rights Issue is thus covered to approximately 80 percent by subscription and guarantee commitments. The Rights Issue is intended to finance the execution of the Company's Phase III study with BupiZenge, as well as related preparatory and operational activities. The Company also publishes preliminary financial information for the second quarter of 2026. For the second quarter of 2026, OncoZenge's net sales amounted to SEK 5.8 million. The operating loss amounted to SEK 5.4 million (2.6), while the loss after tax amounted to SEK 5.7 million (2.6). Cash flow for the period amounted to SEK -0.2 million (0.3) and earnings per share before and after dilution amounted to SEK -0.40 (-0.22).
Daniel Ehrenstråhle, Chairman of the Board of OncoZenge, comments:
"For some time, the board and management have explored long-term financing avenues for OncoZenge with three objectives: to secure financial flexibility and a cash runway well beyond the readout of our European phase III trial, to give our current owners an attractive additional investment opportunity, and to open the door for new professional life science investors to support our long-term ambitions.
Today's solution addresses all three. The transaction is secured through a guarantee commitment. Standing behind that guarantee is a group of long-term life science investors, including Life Science Invest Fund, John Haurum and Erik Selin, together with a life science focused family office, who have entered into put option agreements with the guarantor following a detailed review of our clinical programme and regulatory path. I see their commitment as exceptional validation of both the long-term promise of BupiZenge and of the progress the OncoZenge team continues to deliver."
Jan Poulsen, CEO of Life Science Invest Fund (LSIF), comments:
"LSIF has high expectations for OncoZenge. We see a well-designed Phase III programme and, over time, a real possibility for BupiZenge to become a standard of care for the benefit of the many patients who today lack satisfactory options for oral pain relief. We are pleased to have taken on the role of lead investor behind the guarantee in this funding round. LSIF does not normally invest in companies in the clinical phases, and we have made an exception with OncoZenge."
The Rights Issue in brief
- All shareholders will receive three (3) subscription rights for each one (1) share held on the record date of 2 September 2026, and four (4) subscription rights entitle the holder to subscribe for one (1) new share.
- The subscription price is SEK 3.00 per share.
- The last day of trading in the OncoZenge share including the right to participate in the Rights Issue with preferential rights is 31 August 2026.
- The subscription period in the Rights Issue will run from 4 - 18 September 2026.
- Trading in subscription rights is expected to take place on Nasdaq First North Growth Market ("First North") during the period from 4 - 15 September 2026.
- The Rights Issue is covered to approximately 80 percent through subscription commitments and guarantee commitments.
Background and reasons
OncoZenge has entered the pivotal clinical stage of the development of BupiZenge. BupiZenge is being developed for the treatment of oral pain associated with oral mucositis, a severe and debilitating complication of radiotherapy and chemotherapy in cancer patients. The product candidate is a novel lozenge formulation of bupivacaine, a well-established local anaesthetic with decades of clinical use. BupiZenge has previously been evaluated in Phase I and Phase II studies, where the clinical results have supported continued development into a registrational Phase III programme.
In May 2026, OncoZenge received full European regulatory approval to initiate the pivotal Phase III BEAM-Pain trial (BZ003), following submission of the Clinical Trial Application in December 2025. The trial is a randomized, multi-centre, open-label registrational study designed to evaluate the efficacy and safety of BupiZenge compared with standard-of-care lidocaine in patients with oral pain caused by radiotherapy-induced mucositis, with or without concomitant chemotherapy, in head and neck cancer. The study is designed to support a future Marketing Authorization Application (MAA) in Europe.
The first patient was enrolled in BEAM-Pain on 7 July 2026. The study is planned to enrol approximately 150 patients across up to 12 clinical sites in Norway, Sweden, Denmark and Germany, with LINK Medical acting as clinical CRO. MAA planning is being conducted in parallel with trial execution together with OncoZenge's European commercialization partner, Molteni Farmaceutici.
The commercial strategy remains partner-driven. Molteni Farmaceutici holds commercialisation rights for BupiZenge in Europe and supports the programme through its commercial capabilities and agreed milestone payments. The regulatory approval of the Phase III trial triggered an accelerated milestone payment of EUR 550,000 from Molteni. As part of the agreement Molteni Farmaceutici has committed to establish volume supply capability for BupiZenge, as well as attractive commercial milestones and royalties of 15-20%. OncoZenge is also continuing discussions with potential licensees in additional global markets that may seek local approvals based on the OncoZenge MAA dossier, or a potential future European approval.
The Rights Issue is intended to provide OncoZenge with additional financial resources to execute the ongoing Phase III trial. By strengthening the Company's liquidity position, the Rights Issue is also expected to reduce execution risk and provide greater flexibility in ongoing and future partnering discussions.
Against this background, the Board of Directors of OncoZenge has resolved to carry out a Rights Issue of approximately SEK 33.3 million. The purpose of the Rights Issue is to finance the execution of the Phase III study, including related preparatory and operational activities.
Use of proceeds
The net proceeds of approximately SEK 27.8 million, after deduction of issue-related costs of approximately SEK 5.5 million (of which approximately SEK 3.0 million relates to costs for guarantee compensation, assuming that all guarantors elect cash compensation), are intended to finance the following activities, listed in order of priority:
- Completion of the Phase III trial and extension of the Company's runway 65%
- Preparations for the Marketing Authorization Application (MAA) 25%
- General corporate purposes, business development and patents/IP 10%
The Rights Issue
Today, on 25 August 2026, the Board of Directors of OncoZenge resolved, based on the authorization granted by the annual general meeting held on May 27, 2026, to carry out the Rights Issue. The subscription price in the Rights Issue will be SEK 3.00 per share.
The last day of trading in the OncoZenge share including the right to participate in the Rights Issue is 31 August 2026, and the record date is 2 September 2026. Shareholders registered in the share register maintained by Euroclear Sweden AB on the record date will have preferential rights to subscribe for new shares and will receive subscription rights in proportion to their shareholding. Shareholders will receive three (3) subscription rights for each one (1) share held on the record date, and four (4) subscription rights entitle the holder to subscribe for one (1) new share at a subscription price of SEK 3.00 per share. The subscription period runs from 4 September to 18 September 2026. Trading in subscription rights takes place on Nasdaq First North Growth Market from 4 September to 15 September 2026, and trading in paid subscribed shares (BTA) from 4 September 2026 until the Rights Issue has been registered with the Swedish Companies Registration Office. Shareholders and other investors will also be given the opportunity to subscribe for new shares without preferential rights. If fully subscribed, the Rights Issue will provide the Company with approximately SEK 33.3 million before deduction of issue costs.
Through the Rights Issue, the number of shares may increase by a maximum of 11,115,648 shares, from 14,820,865 shares to 25,936,513 shares. The share capital may increase by a maximum of approximately SEK 1,235,072.77, from approximately SEK 1,646,763.80 to approximately SEK 2,881,836.58.
Allotment
In the event that not all shares are subscribed for with subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on the allotment of shares subscribed for without subscription rights, whereby allocation shall be made as follows:
- primarily to those who also subscribed for shares with subscription rights, pro rata in relation to the number of subscription rights each has exercised;
- secondarily to others who have expressed an interest in subscribing for shares without subscription rights, pro rata in relation to their expressed interest; and
- thirdly to those who have provided guarantee undertakings in the Rights Issue, pro rata in relation to the size of such undertakings.
To the extent that allotment in accordance with the above cannot be made pro rata, allotment shall be determined by drawing of lots.
Dilution
Shareholders who choose not to participate in the Rights Issue will have their ownership interest diluted by approximately 42.9 percent upon full subscription in the Rights Issue (excluding compensation to guarantors), based on the total number of shares in OncoZenge after the Rights Issue. However, shareholders have the opportunity to financially compensate for this dilution effect by selling the subscription rights they receive.
Subscription and guarantee commitments
The Company has received subscription commitments from members of the Board of Directors, senior management and certain larger shareholders amounting to approximately SEK 5.5 million, corresponding to approximately 16.4 percent of the Rights Issue. In addition, the Company has received guarantee commitments from Vator Securities AB amounting to SEK 21.2 million, corresponding to approximately 63.6 percent of the Rights Issue. In total, the Rights Issue is thus covered to approximately 80 percent through subscription and guarantee commitments. Vator Securities AB has the required authorization to act as underwriter and has entered into separate put option agreements with a number of investors for the transfer of any shares allocated upon fulfillment of the aforementioned guarantee.
Compensation for the guarantee commitments will be paid as either 14 (fourteen) percent of the guaranteed amount in cash or 15 (fifteen) percent of the guaranteed amount in the form of new shares in the Company, issued at the same subscription price as in the Rights Issue, in which case an additional 2 (two) percent of the guaranteed amount is paid in cash, corresponding in total to 17 (seventeen) percent of the guaranteed amount. No compensation will be paid for subscription commitments. The subscription and guarantee commitments are not secured by bank guarantees, escrow funds, pledges, or similar arrangements. The following parties have entered into subscription and guarantee commitments.
| Name | Subscription commitment (SEK) | Subscription commitment (%) | Guarantee commitment (SEK) | Guarantee commitment (%) |
| LINC AB | 2,633,865 | 7.9 | - | - |
| Andreas Adnan Özbek | 1,423,125 | 4.3 | - | - |
| Stian Kildal, privately and through companies | 1,125,000 | 3.4 | - | - |
| Paul Murtagh through Fenix Dental AB | 270,000 | 0.8 | - | - |
| M Owens Management Consulting AB | 22,500 | 0.07 | - | - |
| Vator Securities AB | - | - | 21,203,064 | 63.6 |
| Total | 5,474,490 | 16.4 | 21,203,064 | 63.6 |
Information brochure
Full terms and conditions and instructions for the Rights Issue will be set out in the Information brochure, which is expected to be published on the Company's website, www.oncozenge.se, prior to the commencement of the subscription period.
Preliminary timetable for the Rights Issue (all dates refer to the year 2026)
| 31 August | Last day of trading in the share including the right to participate in the Rights Issue with preferential rights |
| 1 September | First day of trading in the share excluding the right to participate in the Rights Issue with preferential rights |
| 2 September | Record date for participation in the Rights Issue |
| Around 3 September | Publication of the Information brochure |
| 4 - 18 September | Subscription period for the Rights Issue |
| 4 - 15 September | Trading in subscription rights on First North |
| 4 September - until the new shares are registered with the Swedish Companies Registration Office (Sw. Bolagsverket) | Trading in paid subscribed shares (BTA) (the final trading day for BTAs is preliminarily expected to be 9 October 2026) |
| Around 18 September | Announcement of the preliminary outcome of the Rights Issue |
| Around 22 September | Announcement of the final outcome of the Rights Issue |
Preliminary financial information for the second quarter of 2026
For the second quarter of 2026, OncoZenge's net sales amounted to SEK 5.8 million, compared with no net sales in the corresponding period of 2025. The operating loss amounted to SEK 5.4 million (2.6), while the loss after tax amounted to SEK 5.7 million (2.6). Cash flow for the period amounted to SEK -0.2 million (0.3) and earnings per share before and after dilution amounted to SEK -0.40 (-0.22).
For the six-month period from 1 January to 30 June 2026, net sales amounted to SEK 5.8 million (2.7). The operating loss amounted to SEK 12.4 million (2.6), while the loss after tax amounted to SEK 12.8 million (2.6). Cash flow for the period amounted to SEK -3.0 million (-2.3) and earnings per share before and after dilution amounted to SEK -0.94 (-0.22). As of 30 June 2026, cash and cash equivalents amounted to SEK 0.7 million (1.6) and the equity ratio was 36.5 percent (84.0).
The financial information presented above is preliminary and unaudited. OncoZenge's interim report for the second quarter of 2026 is scheduled to be published on 27 August 2026.
Advisers
Stockholm Corporate Finance AB is acting as financial adviser and Fredersen Advokatbyrå AB as legal adviser to OncoZenge in connection with the Rights Issue. Vator Securities AB is serving as issuing agent in connection with the Rights Issue.
For more information, please contact:
Stian Kildal
CEO
+46 76 115 3797 or stian.kildal@oncozenge.se
About OncoZenge AB
OncoZenge AB (publ) is a clinical-stage pharmaceutical company developing an innovative, effective, and well-tolerated treatment for oral pain in conditions where current options are insufficient, such as oral mucositis from cancer therapy. Its lead candidate, BupiZenge, represents a novel formulation of bupivacaine in a lozenge form, aimed at providing rapid and sustained local pain relief without the risks associated with systemic opioids. The Company recently received European regulatory approval to initiate its pivotal Phase III study 'BEAM-Pain'. The first patient has been enrolled in the trial and site activations are currently ongoing. OncoZenge is headquartered in Stockholm, Sweden, and is publicly traded on Nasdaq First North Growth Market under the ticker ONCOZ. For more information, please visit www.oncozenge.se.
OncoZenge AB
Gustavslundsvägen 34, 167 51 Stockholm, Sweden
Certified Adviser
Redeye Nordic Growth AB is the company's Certified Adviser.
About Stockholm Corporate Finance
Stockholm Corporate Finance AB is an independent, privately owned financial advisor offering services in qualified advisory related to capital raising, ownership changes, acquisitions, mergers, divestments (M&A), and flexible debt solutions (Private Debt) for publicly listed and private companies and their owners. Stockholm Corporate Finance is a securities company under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) and a member of the industry organization SwedSec Licensiering AB. www.stockholmcorp.se
Important information
The publication, disclosure, or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions, and persons in jurisdictions where this press release has been published or distributed should inform themselves of, and observe, 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 rules in their respective jurisdictions. This press release does not constitute an offer of, or an invitation to acquire or subscribe for, any securities in OncoZenge in any jurisdiction, whether from OncoZenge or from any other party.
This press release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"), and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this press release. This press release does not constitute an offer of, or an invitation to acquire 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 applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless they are registered, exempt from registration, or offered 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 announced, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such announcement, publication, copying, reproduction, or distribution would be unlawful or subject to legal restrictions or would require additional registration or other measures beyond those required under Swedish law. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.
Forward-Looking Statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations regarding, and objectives for, the Company's future operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities, as well as 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 on various assumptions, many of which are in turn based on further assumptions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct or that they will materialise. Since these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes may differ materially from those expressed or implied by such forward-looking statements as a result of many factors. Such risks, uncertainties, unforeseen events and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press 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 error and accepts no responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements herein to reflect subsequent events. The information, opinions and forward-looking statements contained in this press release speak only as at the date of this press release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release any revisions to any forward-looking statements to reflect events or circumstances arising in relation to the content of this press release.
Information to distributors
For the purposes of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, supplementing MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements"), and for the purpose of disclaiming any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, the offered shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an identified target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels permitted under MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed return or capital protection; and an investment in the Company's shares is suitable only for investors who do not require guaranteed returns or capital protection and who (either alone or together with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear the losses that may result from such an investment. The Target Market Assessment does not affect any other contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute (a) an appropriateness or suitability assessment within the meaning of MiFID II or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action in respect of the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and for determining appropriate distribution channels.
This information is information that OncoZenge is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-08-25 17:45 CEST.
