Herantis Pharma Plc
Company release, inside information, 15 September 2021 at 6:39 p.m. Eastern European Summer Time
THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Herantis Pharma Plc ("Herantis" or the "Company") hereby announces its intention to issue new shares (the "Placing Shares") in a private placement to institutional and other qualified investors (the "Placing") to raise a minimum of EUR 4 million in gross proceeds. The gross proceeds of the Placing may be higher than the planned preliminary minimum amount.
The number of Placing Shares and their subscription price will be decided based on offers received in an accelerated book building. Swedbank AB (publ) ("Swedbank") is acting as the global coordinator and bookrunner of the Placing in association with Kepler Cheuvreux. The result of the Placing will be published by way of a company release after the completion of the book building. The book building will be launched immediately following the publication of this company release and the book building is expected to end by 8:30 p.m. CEST on 15 September 2021. The book building can be discontinued or extended at any time during the book building process.
Acme Investments SPF Sarl, a company controlled by Timo Syrjälä, and Nanoform Finland Plc ("Nanoform") have indicated their intention to participate in the Placing. In addition, Herantis is continuing its collaboration with Nanoform as previously disclosed.
The Placing will be carried out based on the authorisations given to the board of directors by the Company's annual general meeting of 15 April 2021 and the extraordinary general meeting of 2 December 2020.
Subject to the completion of the Placing, the Placing Shares (ISIN code FI4000087861) will be registered with the trade register maintained by the Finnish Patent and Registration Office on or about 16 September 2021. The Placing Shares are expected to be ready for delivery to the investors against payment through Euroclear Finland Oy or, as applicable, through Euroclear Sweden AB on or about 20 September 2021. Trading in the Placing Shares is expected to commence on Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden on or about 20 September 2021.
Reasons for the Placing and use of proceeds
Herantis intends to use the net proceeds from the Placing for the following purposes:
- progressing development of rhCDNF and xCDNF (HER-096) to point of entering clinical development; and
- general corporate purposes.
The Placing is expected to allow the Company to obtain needed financing on terms that, in the assessment of the Company, will be more beneficial than terms that would otherwise be available, and therefore weighty financial reasons exist for deviating from the pre-emptive rights of the shareholders.
Swedbank is acting as the global coordinator and bookrunner of the Placing in association with Kepler Cheuvreux. Krogerus Attorneys Ltd is acting as the legal counsel to the Company as to Finnish law and Borenius Attorneys Ltd is acting as the legal counsel to the global coordinator and bookrunner of the Placing as to Finnish law.
Herantis Pharma Plc
Board of directors
For more information, please contact:
Julie Silber/Gabriela Urquilla
Tel: +46 (0)7 93 486 277/+46 (0)72-396 72 19
Certified Advisor: UB Securities Ltd, Finland: +358 9 25 380 225, Sweden: +358 40 5161400
Company website: www.herantis.com
About Herantis Pharma Plc
Herantis focuses on disease modifying therapies for debilitating neurodegenerative diseases by restoring the neuronal protective mechanism of proteostasis, a key system in neurodegenerative disease. Proteostasis regulates proteins within the body and influences the fate of every protein from synthesis to degradation. Its failure results in a vicious cycle of pathological accumulation of protein aggregates, neuroinflammation and various forms of cellular stress that is widely implicated with the development of many neurodegenerative diseases including Parkinson’s Disease, Alzheimer’s and other diseases. CDNF (a biological protein) is Herantis’ lead program and a clinical stage asset; and xCDNF (a synthetic peptide version of CDNF) is Herantis’ follow-on program. CDNF is a natural protein that occurs naturally in the body whose natural role is to protect neurons by balancing and supporting proteostasis, thereby preventing and counteracting disease generating mechanisms. Herantis is taking this natural ability and harnessing it as a treatment for neurodegenerative disease. Both CDNF and xCDNF, via their multimodal mechanism of action, have the potential to improve neuronal survival and stop the progression of Parkinson’s and other neurodegenerative diseases with a significant therapeutic impact on the quality of patients’ lives.
The shares of Herantis are listed on the Nasdaq First North Growth Market Finland and Nasdaq First North Growth Market Sweden.
For more information, please visit www.herantis.com
This company release includes forward-looking statements which are not historical facts but statements regarding future expectations instead. These forward-looking statements include without limitation, those regarding Herantis' future financial position and results of operations, the company's strategy, objectives, future developments in the markets in which the company participates or is seeking to participate or anticipated regulatory changes in the markets in which the company operates or intends to operate. In some cases, forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "continue," "could," “estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "potential," "predict," "projected," "should" or "will" or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and are based on numerous assumptions. The company's actual results of operations, including the company's financial condition and liquidity and the development of the industry in which the company operates, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this company release. Factors, including risks and uncertainties that could cause these differences include, but are not limited to risks associated with implementation of Herantis' strategy, risks and uncertainties associated with the development and/or approval of Herantis' drug candidates, ongoing and future clinical trials and expected trial results, the ability to commercialize drug candidates, technology changes and new products in Herantis' potential market and industry, Herantis' freedom to operate in respect of the products it develops (which freedom may be limited, e.g., by competitors' patents), the ability to develop new products and enhance existing products, the impact of competition, changes in general economy and industry conditions, and legislative, regulatory and political factors.
In addition, even if Herantis' historical results of operations, including the company's financial condition and liquidity and the development of the industry in which the company operates, are consistent with the forward-looking statements contained in this company release, those results or developments may not be indicative of results or developments in subsequent periods.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United States or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute a prospectus as defined in the Prospectus Regulation ((EU) 2017/1129) and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
This release is directed only to (A) persons who are outside the United States of America; (B) persons who are resident in a Member State of the European Economic Area and are a qualified investor (within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")); and (C) as regards the United Kingdom, persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018, who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities; and (iii) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.