Xintela has completed a directed new share issue raising proceeds of approximately SEK 28 million

Lund, 2021-06-17

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, FULLY OR PARTLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, SWITZERLAND, SOUTH AFRICA, SOUTH KOREA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.

INSIDE INFORMATION: Xintela AB (publ) (“Xintela” or the “Company”) has, in accordance with the Company's press release yesterday, resolved to issue 11,965,812 new shares at a subscription price of SEK 2.34 (the "Directed Issue"). The Company will receive approximately SEK 28 million through the Directed Issue before deductions for costs related to the Directed Issue. The subscription price in the Directed Issue was determined through an accelerated bookbuilding procedure conducted by Vator Securities. The investors in the Directed Issue consist of a number of Swedish and international professional investors. In addition, Maarten de Chateau, a board member of Xintela, has subscribed for shares corresponding to approximately SEK 3 million in the Directed Issue.

The Company intends to use the net proceeds from the Directed Issue for the following activities: (i) approximately 55 percent to finance the stem cell therapy business area, including the start of a clinical phase I/IIa study on  knee osteoarthritis patients (ii) approximately 35 percent to finance the cancer therapy business area, including the continuation of preclinical studies with Xintela's targeted antibodies in models for glioblastoma and triple negative breast cancer (iii) approximately ten percent to finance the Company's operations and strengthen Xintela's working capital.

“We are pleased to now have strengthened our financial position, enabling initiation of a clinical phase I/IIa study with our stem cell product XSTEM for the treatment of osteoarthritis and continued preclinical development within our cancer projects. During the year, our GMP-facility for manufacturing of stem cell products has been approved by the Medical Products Agency, we have reported several positive preclinical results and granted patents in our ongoing projects and strengthened our Board of Directors. With this capital injection we can now continue the development towards commercialization of our products ", says CEO Evy Lundgren-Åkerlund.

The subscription price for the new shares in the Directed Issue amounts to SEK 2.34 per share and has been determined through an accelerated bookbuilding procedure. The subscription price corresponds to a discount of approximately 19 percent in relation to the 10-day volume weighted average price of the Company’s shares on Nasdaq First North Growth Market up until and including 16 June 2021. Through the Directed Issue, which corresponds to a total of 11,965,812 shares, the Company will receive approximately SEK 28 million before deductions for costs related to the Directed Issue. The investors in the Directed Issue consist of a number of Swedish and international professional investors as well as board member Maarten de Chateau who has subscribed for shares corresponding to approximately SEK 3 million.

The Directed Issue will entail a dilution of approximately 13.4 percent of the number of outstanding shares and votes in the Company. Through the Directed Issue, the number of outstanding shares and votes will increase by 11,965,812 from 77,168,209 to 89,134,021. The share capital will increase by SEK 358,974.36, from SEK 2,315,046.27 to SEK 2,674,020.63.

The Board of Directors deems, in the light of the accelerated book building procedure completed by Vator Securities as Sole Bookrunner, that the Directed Issue, including the determination of the subscription price, has been determined on market terms. The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time- and cost-effective manner on favorable terms and to diversify the shareholder base with qualified and institutional investors.

The Directed Issue has been resolved by the Board of Directors based on the authorization granted by the Annual General Meeting on 7 May 2021. Due to the fact that board member Maarten de Chateau, who belongs to the so-called "LEO circle", has subscribed for shares in the Directed Issue, that part is conditional upon the subsequent approval of the Extraordinary General Meeting. Notice of an Extraordinary General Meeting is announced through a separate press release and contains the Board of Director's complete decision on the part that requires the approval of the Extra General Meeting.

In connection with the Directed Issue, board members and members of the Company's management who own shares have undertaken not to sell any shares in the Company for a period of 180 calendar days from the date of admission to trading of the new shares, with customary terms and exemptions from Vator Securities.

Advisors
Vator Securities is the Sole Bookrunner and Baker McKenzie Advokatbyrå KB is legal advisor to Xintela in connection with the Directed Issue.

This information is such information that Xintela AB (publ) is obliged to make public under the EU Market Abuse Regulation 596/2014. The information was provided by the contact person below for publication at the point in time specified by Xintela’s news distributor beQuoted at the publication of this press release. 

The below person may be contacted for further information.

Responsible person:
Evy Lundgren-Åkerlund, CEO
Tel: +46 46 275 65 00
E-mail: evy@xintela.se

For more information, please visit: www.xintela.se   

About Xintela 

Xintela develops innovative and patent protected cell therapies and targeted cancer therapies based on the marker technology platform XINMARK. The platform is built on specific cell surface proteins (integrins) and more than 25 years of research and development. Xintela uses the marker technology to select and quality assure stem cells (XSTEM) to develop stem cell therapies for diseases that today lack efficient treatment options, including the joint disease osteoarthritis (OA). Xintela has built an in-house GMP-facility for manufacturing of stem cell products and is preparing a First in Human clinical study on patients with knee OA. In the oncology program, Xintela develops antibody-based therapies for treatment of aggressive tumors including glioblastoma and triple-negative breast cancer. Xintela is listed on Nasdaq First North Growth Market Stockholm since 22 March 2016. Xintela's Certified Adviser at Nasdaq First North Growth Market is Erik Penser Bank AB, +46 8-463 80 00, certifiedadviser@penser.se.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow 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 each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Xintela in any jurisdiction, neither from Xintela nor from someone else.

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, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under 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 the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Xintela has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation. 

In the United Kingdom, this press release 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 EU Prospectus Regulation (2017/1129/ EU) 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"); or (ii) high net worth entities 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 on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Sole Bookrunner. The Sole Bookrunner is acting for the Company in connection with the Directed Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group 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 and 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 that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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, unless it is not required by law or Nasdaq First North Premier Growth Market rule book for issuers. 

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU 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) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Xintela have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end 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 as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Xintela may decline and investors could lose all or part of their investment; the shares in Xintela offer no guaranteed income and no capital protection; and an investment in the shares in Xintela is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Xintela. 

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Xintela and determining appropriate distribution channels.